Long Beach City Council
September 22, 2026

DR AFT
4931-9117-1945.4
M

ASTER SENIOR TRUST INDENTURE
by a
nd between the
B

OARD OF PUBLIC UTILITIES COMMISSIONERS

OF THE CITY OF LONG BEACH
an
d
U.

S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
(G
as Revenue Fund)
D
ated as of [CLOSING DATE], 2026

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TABLE OF CONTENTS

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GRANTING CLAUSE .................................................................................................................. 2

ARTICLE I
DEFINITIONS; INTERPRETATION........................................................................................... 3

ARTICLE II

FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS
Section 2.01. Issuance of Bonds; Form; Dating .................................................................. 23 Section 2.02. Terms, Medium and Place of Payment .......................................................... 23 Section 2.03. Execution and Authentication ........................................................................ 24 Section 2.04. Bond Register................................................................................................. 24 Section 2.05. Mutilated, Lost, Stolen or Destroyed Bonds .................................................. 25 Section 2.06. Registration and Transfer or Exchange of Bonds; Persons Treated as Owners ........................................................................................................... 25 Section 2.07. Destruction of Bonds ..................................................................................... 26 Section 2.08. Temporary Bonds........................................................................................... 26 Section 2.09. Issuance of Series of Bonds; Supplemental Indenture; Application of Bond Proceeds ............................................................................................... 27 Section 2.10. Refunding Bonds ........................................................................................... 28 Section 2.11. Test for Issuance of Bonds ............................................................................. 28 Section 2.12. Repayment Obligations Afforded Status of Bonds ........................................ 29 Section 2.13. Obligations Under Qualified Swap; Nonqualified Swap ............................... 30

ARTICLE III
REDEMPTION OF BONDS ....................................................................................................... 31

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.01. Bonds Secured by a Pledge and Lien on Net Revenues ................................ 31 Section 4.02. Receipt, Deposit and Use of Gross Revenues—Gas Revenue Fund ............. 31 Section 4.03. Creation and Funding of Debt Service Funds ................................................ 33 Section 4.04. Creation of Debt Service Reserve Funds ....................................................... 34 Section 4.05. Authorization for Creation of Construction Fund .......................................... 34 Section 4.06. Creation, Funding Maintenance of Rate Stabilization Fund .......................... 35 Section 4.07. Moneys Held in Trust for Matured Bonds; Unclaimed Moneys ................... 35 Section 4.08. Additional Funds, Accounts and Subaccounts............................................... 35 Section 4.09. Additional Security ........................................................................................ 35

ARTICLE V

COVENANTS OF THE BOARD
Section 5.01. Payment of Bonds .......................................................................................... 36 Section 5.02. Performance of Covenants by Board; Authority; Due Execution ................. 36

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Section 5.03. Senior Lien Obligations Prohibited ............................................................... 36 Section 5.04. Rate Covenant ................................................................................................ 36 Section 5.05. No Inconsistent Contract Provisions .............................................................. 37 Section 5.06. Subordinate Obligations................................................................................. 38 Section 5.07. Operation and Maintenance of Enterprise ..................................................... 38 Section 5.08. Maintenance of Powers .................................................................................. 39 Section 5.09. Covenants of Board Binding on Board and Successors ................................. 39 Section 5.10. Insurance; Application of Insurance Proceeds ............................................... 39 Section 5.11. Accounts ........................................................................................................ 40 Section 5.12. Transfer of Enterprise .................................................................................... 40 Section 5.13. Eminent Domain ............................................................................................ 41 Section 5.14. Completion of Specified Project; Substitution of Specified Project .............. 41 Section 5.15. Obligations Secured by Other Revenues ....................................................... 42 Section 5.16. Instruments of Further Assurance .................................................................. 42 Section 5.17. Indenture to Constitute a Contract ................................................................. 42

ARTICLE VI
INVESTMENTS .......................................................................................................................... 43

ARTICLE VII
DEFEASANCE............................................................................................................................ 44

ARTICLE VIII

DEFAULTS AND REMEDIES
Section 8.01. Events of Default ........................................................................................... 45 Section 8.02. Remedies ........................................................................................................ 46 Section 8.03. Restoration to Former Position ...................................................................... 47 Section 8.04. Holders’ Right To Direct Proceedings ........................................................... 47 Section 8.05. Limitation on Right To Institute Proceedings ................................................ 47 Section 8.06. No Impairment of Right To Enforce Payment ............................................... 47 Section 8.07. Proceedings by Trustee Without Possession of Bonds .................................. 48 Section 8.08. No Remedy Exclusive.................................................................................... 48 Section 8.09. No Waiver of Remedies ................................................................................. 48 Section 8.10. Application of Moneys .................................................................................. 48 Section 8.11. Severability of Remedies ............................................................................... 49 Section 8.12. Additional Events of Default and Remedies .................................................. 49

ARTICLE IX
TRUSTEE, PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR
Section 9.01. Acceptance of Trusts...................................................................................... 49 Section 9.02. Duties of Trustee ............................................................................................ 49 Section 9.03. Rights of Trustee ............................................................................................ 50 Section 9.04. I
ndividual Rights of Trustee .......................................................................... 52 Section 9.05. Trustee’s Disclaimer ...................................................................................... 52 Section 9.06. Notice of Defaults .......................................................................................... 52

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Section 9.07. Compensation of Trustee ............................................................................... 52 Section 9.08. Eligibility of Trustee ...................................................................................... 52 Section 9.09. Replacement of Trustee ................................................................................. 53 Section 9.10. Successor Trustee or Agent by Merger .......................................................... 53 Section 9.11. Paying Agent .................................................................................................. 53 Section 9.12. Registrar ......................................................................................................... 54 Section 9.13. Other Agents .................................................................................................. 54 Section 9.14. Several Capacities .......................................................................................... 54 Section 9.15. Accounting Records and Reports of the Trustee ........................................... 54

ARTICLE X

MODIFICATION OF THIS MASTER INDENTURE
Section 10.01. Limitations ..................................................................................................... 55 Section 10.02. Supplemental Indentures Not Requiring Consent of Holders........................ 55 Section 10.03. Supplemental Indenture Requiring Consent of Bond Holders ...................... 56 Section 10.04. Effect of Supplemental Indenture .................................................................. 58 Section 10.05. Supplemental Indentures to be Part of this Master Indenture ........................ 58

ARTICLE XI
CREDIT PROVIDERS ................................................................................................................ 59

ARTICLE XII

MISCELLANEOUS PROVISIONS
Section 12.01. Parties in Interest............................................................................................ 59 Section 12.02. Severability .................................................................................................... 60 Section 12.03. No Personal Liability of Board Members and Officials; Limited Liability of Board to Holders ......................................................................... 60 Section 12.04. Execution of Instruments; Proof of Ownership ............................................. 60 Section 12.05. Governing Law .............................................................................................. 60 Section 12.06. Notices ........................................................................................................... 60 Section 12.07. Holidays ......................................................................................................... 61 Section 12.08. Force Majeure ................................................................................................ 62 Section 12.09. Counterparts ................................................................................................... 62

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MASTER SENIOR TRUST INDENTURE
THIS MASTER SENIOR TRUST INDENTURE (this “Master Indenture”), dated as of [CLOSING DATE], 2026, is made by and between the BOARD OF PUBLIC UTILITIES COMMISSIONERS OF THE CITY OF LONG BEACH , a commission existing under the charter of the City of Long Beach (the “Board”), acting on its own behalf and on behalf of the City of Long Beach, a charter city and municipal corporation organized and existing under the Constitution of the State of California (the “ City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS
WHEREAS, the City is a city organized and existing under the Charter of the City of Long Beach (the “Charter”) duly and regularly adopted pursuant to the provisions of the Constitution of the State of California (the “State”); and
WHEREAS, the Board presently has exclusive jurisdiction and control over a system for the use, sale and distribution of natural gas services owned or controlled by the City; and WHEREAS, the City is authorized under the Charter and Sections 3.52.110 et seq. of the Long Beach Municipal Code, to issue revenue bonds for the purpose of financing improvements to the Enterprise (as hereinafter defined) and the Board is authorized under the Charter and Section 3.52.110 et seq. of the Long Beach Municipal Code to take action on behalf of the City and to execute all documents in furtherance of the issuance of such revenue bonds; and WHEREAS, pursuant to Section 1725(a) of Article XVII of the Charter, the City, acting by and through the Board, with the prior approval of the City Council, is authorized to issue on behalf of the City, short -term revenue certificates for the purposes of financing improvements to the Enterprise; and
WHEREAS, the Board previously executed and delivered the Master Subordinate Trust Indenture, dated as of July 1, 2005 ( as amended and supplemented from time to t ime, the “Subordinate Indenture”), by and between the City and Deutsche Bank National Association, as trustee, pursuant to which the City , among other things, granted a pledge on the Subordinate Revenues (as defined in the Subordinate Indenture) to the holders of the bonds and other obligations issued and incurred pursuant to the Subordinate Indenture (the “ Subordinate Obligations”); and
WHEREAS, as of the Effective Date (as hereinafter defined), no Subordinate Obligations remain outstanding under the Subordinate Indenture, and the Subordinate Indenture is hereby discharged and defeased pursuant to its terms; and
WHEREAS, the Board has determined that it is necessary and advisable to issue Bonds (as hereinafter defined) and incur other obligations for the purpose of financing and refinancing improvements to the Enterprise , to secure the Bonds and all obligations issued or incurred in accordance with the terms of this Master Indenture and to pledge and grant a lien on the Net Revenues and such other security set forth in the Granting Clause of this Master Indenture as a

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source of payment for the Bonds and all obligations issued or incurred in accordance with the terms of this Master Indenture; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds , to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest and premium, if any, thereon, the Board has authorized the execution of this Master Indenture; and WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when executed by the City, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the City, and to constitute this Master Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Master Indenture have been in all respects duly authorized.

NOW, THEREFORE, the Board, on its own behalf and on behalf of the City, and the Trustee agree as follows, each for the benefit of the other and/or the benefit of holders of the Bonds by this Master Indenture:

GRANTING CLAUSE
To secure the payment of the principal and premium, if any, of, the interest on and such other amounts due on the Bonds and the performance and observance by the Board and the City of all the covenants, agreements and conditions expressed or implied herein or contained in the Bonds, the Board, on its own behalf and on behalf of the City, hereby pledges and assigns to the Trustee and grants to the Trustee a lien on and security interest in all right, title and interest of the Board and the City in and to all of the following and provides that, such lien and security interest shall be prior in right to any other pledge, lien or security interest created by the Board, on its own behalf and on behalf of the City, in the following: (a) the Net Revenues, (b) all moneys and securities (excluding moneys and securities on deposit in any Rebate Fund) held from time to time by the Trustee under this Master Indenture, and to the extent provided in any Supplemental Indenture, moneys and securities held in any Construction Fund whether or not held by the Trustee, (c) earnings on amounts included in provisions (a) and (b) of this Granting Clause, and (d) any and all other funds, assets, rights, property or interests therein, of every kind or description which may from time to time hereafter, by delivery or by writing of any kind, be sold, transferred, conveyed, assigned, pledged, mortgaged, granted or delivered to or deposited with the Trustee as additional security hereunder, for the equal and proportionate benefit and security of all Bonds, all of which, regardless of the time or times of their authentication and delivery or maturity, shall, with respect to the security provided by this Granting Clause, be of equal rank without preference, priority or distinction as to any Bond over any other Bond or Bonds, except as to the timing of payment of the Bonds. Any Debt Service Reserve Fund and any Debt Service Reserve Fund Surety Policy, as hereinafter defined, provided at any time in satisfaction of all or a portion of the Reserve Requirement (as hereinafter defined), if any, and any other security, Liquidity Facility or Credit Facility provided for specific Bonds , a specific Series of Bonds or one or more Series of Bonds may, as provided by a Supplemental Indenture, secure only such specific Bonds, Series of Bonds or one or more Series of Bonds and, therefore, shall not be included as security for all Bonds under this Master Indenture unless otherwise provided by a Supplemental Indenture and moneys and

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securities held in trust as provided in Section 4.07 hereof exclusively for Bonds which have become due and payable and moneys and securities which are held exclusively to pay Bonds which are deemed to have been paid under Article VII hereof shall be held solely for the payment of such specific Bonds.

ARTICLE I

DEFINITIONS; INTERPRETATION
The capitalized terms used in this Master Indenture and in any Supplemental Indenture shall, for all purposes of this Master Indenture, have the meanings specified in this Article I, unless a different definition is given such term in said Supplemental Indenture or unless the context clearly requires otherwise.
“Accreted Value” shall mean (a) with respect to any Capital Appreciation Bonds, as of any date of calculation, the sum of the amount set forth in a Supplemental Indenture as the amount representing the initial principal amount of such Capital Appreciation Bond plus the interest accumulated, compounded and unpaid thereon as of the most recent compounding date, or (b) with respect to Original Issue Discount Bonds , as of the date of calculation, the amount representing the initial public offering price of such Original Issue Discount Bonds plus the amount of the discounted principal which has accreted since the date of issue; in each case the Accreted Value shall be determined in accordance with the provisions of the Supplemental Indenture authorizing the issuance of such Capital Appreciation Bonds or Original Issue Discount Bonds. “Act” shall mean collectively the Bond Law and the Charter. “Additional Revenues” shall mean, with respect to the issuance of any Bonds, any or all of the following amounts:
(a) an allowance for Net Revenues from any additions or improvements to or extensions of the Enterprise to be financed from the proceeds of such Bonds or from any other source, all as shown by the certificate or opinion of a Consultant employed by the Board or the City; and
(b) an allowance for Net Revenues arising from any increase in the charges made for service from the Enterprise which has become effective prior to the issuance of such Bonds, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of the most recent completed Fiscal Year or during any more recent 12 -month period selected by the Board, all as shown by the certificate or opinion of a Consultant employed by the Board or the City.
“Aggregate Annual Debt Service” shall mean for any Fiscal Year the aggregate amount of Annual Debt Service on all Outstanding Bonds and Unissued Program Bonds . For purposes of calculating Aggregate Annual Debt Service, the following components of debt service shall be computed as follows:

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(a) in determining the principal due in each year, payment shall (unless a different clause of this definition applies for purposes of determining principal maturities or amortization) be assumed to be made on Outstanding Bonds in accordance with any amortization schedule in the Supplemental Indenture or in such other governing documents that set forth the terms of such Bonds, including, as a principal payment, the Accreted Value of any Capital Appreciation Bonds or Original Issue Discount Bonds maturing or scheduled for redemption in such year; in determining the interest due in each year, interest payable at a fixed rate shall (except to the extent clauses (b), (c) or (d) of this definition applies) be assumed to be made at such fixed rate and on the required payment dates; provided, however, that interest payable on the Bonds shall be excluded to the extent such payments are to be paid from Capitalized Interest for such Fiscal Year; and in determining the other amounts due on the Bonds, if any, in each year, such amounts shall be assumed to be made on the Outstanding Bonds in accordance with the terms of the Supplemental Indenture or such other governing documents that set forth the terms of such Bonds; (b) if all or any portion or portions of an Outstanding Series of Bonds or Unissued Program Bonds constitute Balloon Indebtedness, then, for purposes of determining Aggregate Annual Debt Service, each maturity which constitutes Balloon Indebtedness shall, unless otherwise provided in the Supplemental Indenture pursuant to which such Balloon Indebtedness is issued or unless clause (c) of this definition then applies to such maturity, be treated as if it were to be amortized over a term of not more than 30 years and with substantially level annual debt service payments commencing not later than the year following the year in which such Balloon Indebtedness was issued, and extending not later than 30 years from the date such Balloon Indebtedness was originally issued; the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25-Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer , or if that index is no longer published, another similar index selected by the Board, or if the Board fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed-rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes; with respect to any Series of Bonds , Unissued Program Bonds or Program Bonds, only a portion of which constitutes Balloon Indebtedness, the remaining portion shall be treated as described in clause (a) of this definition or such other provision of this definition as shall be applicable and, with respect to any Series, Unissued Program Bonds or Program Bonds , or that portion of a Series thereof which constitutes Balloon Indebtedness, all payments of principal and interest becoming due prior to the year of the stated maturity of the Balloon Indebtedness shall be treated as described in clause (a) of this definition or such other provision of this definition as shall be applicable; (c) any maturity of Bonds which constitutes Balloon Indebtedness as described in clause (b) of this definition and for which the stated maturity date occurs within 12 months from the date such calculation of Aggregate Annual Debt Service is made, shall be assumed to become due and payable on the stated maturity date and clause (b) of this definition shall not apply thereto unless there is delivered to the entity making the calculation of Aggregate Annual Debt Service a certificate of an Authorized Board

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Representative stating that the Board intends to refinance such maturity and stating the probable terms of such refinancing and that the debt capacity of the Enterprise is sufficient to successfully complete such refinancing; upon the receipt of such certificate, such Balloon Indebtedness shall be assumed to be refinanced in accordance with the probable terms set out in such certificate and such terms shall be used for purposes of calculating Aggregate Annual Debt Service, provided that such assumption shall not result in an interest rate lower than that which would be assumed under clause (b) of this definition and shall be amortized over a term of not more than 30 years from the date of refinancing; (d) if any Outstanding Bonds (including Program Bonds) or any Bonds which are then proposed to be issued constitute Tender Indebtedness (but excluding Program Bonds or Bonds as to which a Qualified Swap is in effect and to which clause (g) or (h) of this definition applies), then, for purposes of determining Aggregate Annual Debt Service, Tender Indebtedness shall be treated as if (i) the principal amount of such Bonds were to be amortized over a term of not more than 30 years commencing in the year in which such Series is first subject to tender and with substantially level Annual Debt Service payments and extending not later than 30 years from the date such Tender Indebtedness was originally issued, provided, however, notwithstanding the previous provisions of this clause (i) , any principal amortization schedule set forth in a Supplemental Indenture (including, but not limited to, any mandatory sinking fund redemption schedule) shall be applied to determine the principal amortization of such Bonds; (ii) the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25-Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the Board, or if the Board fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed -rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes; and (iii) with respect to all principal and interest payments becoming due prior to the year in which such Tender Indebtedness is first subject to tender, such payments shall be treated as described in clause (a) of this definition unless the interest during that period is subject to fluctuation, in which case the interest becoming due prior to such first tender date shall be determined as provided in clause (e) or (f) of this definition, as appropriate; (e) if any Outstanding Bonds constitute Variable Rate Indebtedness, including obligations described in clause (h)(ii) of this definition to the extent it applies (except to the extent clause (b) or (c) of this definition relating to Balloon Indebtedness or clause (d) of this definition relating to Tender Indebtedness or clause (h)(i) of this definition relating to Synthetic Fixed Rate Debt applies), the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25- Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the Board, or if the Board fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with

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no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes; (f) with respect to any Program Bonds or Unissued Program Bonds (other than a Commercial Paper Program) (i) debt service on such Program Bonds then Outstanding shall be determined in accordance with such of the foregoing provisions of this definition as shall be applicable, and (ii) with respect to Unissued Program Bonds, it shall be assumed that the full principal amount of such Unissued Program Bonds will be amortized over a term certified by an Authorized Board Representative at the time the initial Program Bonds of such Program are issued to be the expected duration of such Program or, if such expectations have changed, over a term certified by an Authorized Board Representative to be the expected duration of such Program at the time of such calculation, but not to exceed 30 years from the date of the initial issuance of such Program Bonds and it shall be assumed that debt service shall be paid in substantially level Annual Debt Service payments over such assumed term; the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25- Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the Board or the City, or if the Board or the City fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed -rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes; (g) debt service on Repayment Obligation s, to the extent such obligations constitute Bonds under Section 2.12 hereof, shall be calculated as provided in Section 2.12 hereof;
(h) (i) for purposes of computing the Aggregate Annual Debt Service of Bonds which constitute Synthetic Fixed Rate Debt, the interest payable thereon shall, if the Board elects, be that rate as provided for by the terms of the Swap or the net interest rate payable pursuant to offsetting indices, as applicabl e, or if the Board fails to elect such rate, then it shall be deemed to be the fixed interest rate quoted in The Bond Buyer 25- Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer , or if that index is no longer published, another similar index selected by the Board , or if the Board fail s to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed- rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes;
(ii) for purposes of computing the Aggregate Annual Debt Service of Bonds with respect to which a Swap has been entered into whereby the Board, acting on its own behalf and on behalf of the City, has agreed to pay the floating variable rate thereunder, no fixed interest rate amounts payable on the Bonds to

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which such Swap pertains shall be included in the calculation of Aggregate Annual Debt Service, and the interest rate with respect to such Bonds shall, if the Board elects, be the sum of that rate as determined in accordance with clause (e) of this definition relating to Variable Rate Indebtedness plus the difference between the interest rate on the Designated Debt and the rate received from the Swap Provider; (i) with respect to any Commercial Paper Program which has been Implemented and not then terminated or with respect to any Commercial Paper Program then proposed to be Implemented, the principal of and interest thereon shall be calculated as if the entire Authorized Amount of such Commercial Paper Program were to be amortized over a term of 30 years commencing in the year in which such Commercial Paper Program is Implemented and with substantially level annual debt service payments; the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25- Bond Revenue Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer , or if that index is no longer published, another similar index selected by the Board or the City, or if the Board or the City fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed -rate Bonds of a corresponding term issued under this Master Indenture on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes;
(j) if moneys or Permitted Investments have been irrevocably deposited with and are held by the Trustee or another fiduciary to pay or Capitalized Interest has been set aside exclusively to be used to pay principal and/or interest on specified Bonds, then the principal and/or interest to be paid from such moneys, Permitted Investments, or Capitalized Interest or from the earnings thereon shall be disregarded and not included in calculating Aggregate Annual Debt Service; and
(k) if state and/or federal grants or other moneys have been irrevocably committed or are held by the Trustee or another fiduciary and are to be set aside exclusively to be used to pay principal of and/or interest on specified Bonds, then the principal of and/or interest to be paid from such state and/or federal grants or other moneys or from earnings thereon shall be disregarded (unless such state and/or federal grants or other moneys are included in the definition of Gross Revenues) and not included in calculating Aggregate Annual Debt Service.
“Annual Debt Service ” shall mean, with respect to any Bond, the aggregate amount of principal, interest and such other amounts becoming due and payable during any Fiscal Year, and if a Qualified Swap is in effect for such Bond, plus the amount payable by the Board (or the Trustee) under the Qualified Swap in accordance with the terms thereof, less any amount to be received by the Board from the Qualified Swap Provider pursuant to the Qualified Swap. If Capitalized Interest has been used to pay interest on specified Bonds, then the interest paid from such Capitalized Interest shall be disregarded and not included in calculating Annual Debt Service. “Authorized Amount” shall mean, when used with respect to Bonds , including Program Bonds, the maximum Principal Amount of Bonds which is then authorized by a resolution adopted

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by the Board or a Supplemental Indenture and a resolution adopted by the City Council pursuant to Section 2.09 hereof to be Outstanding at any one time under the terms of such Program or Supplemental Indenture . If the maximum Principal Amount of Bonds or Program Bonds authorized by a preliminary resolution or form of Supplemental Indenture approved by the Board, on its own behalf and on behalf of the City, pursuant to Section 2.09 hereof exceeds the maximum Principal Amount of Bonds set forth in the final resolution of sale adopted by the Board, the resolution adopted by the City Council or in the definitive Supplemental Indenture executed and delivered by the Board, on its own behalf and on behalf of the City, pursuant to which such Bonds are issued or such Program is established, the Principal Amount of such Bonds or Program Bonds as is set forth in said final resolution of sale or in the definitive Supplemental Indenture as executed and delivered by the Board, on its own behalf and on behalf of the City, and a resolution adopted by the City Council shall be deemed to be the “Authorized Amount.” “Authorized Board Representative” shall mean the President or the General Manager, or such other officer or employee of the Public Utilities Department or the City or other person which other officer, employee or person has been designated by the President or the General Manager as an Authorized Board Representative by written notice delivered by the President or the General Manager to the Trustee or other fiduciary.
“Authorized Investments” shall mean any securities in which the City may legally invest funds subject to its control.
“Balloon Indebtedness” shall mean, with respect to any Series of Bonds 50% or more of the principal of which matures on the same date or within a Fiscal Year, that portion of such Series which matures on such date or within such Fiscal Year; provided, however, that to constitute Balloon Indebtedness the amount of Bonds of a Series maturing on a single date or within a Fiscal Year must equal or exceed 150% of the amount of such Series which matures during any Fiscal Year. For purposes of this definition, the principal amount maturing on any date shall be reduced by the amount of such Bonds , scheduled to be amortized by prepayment or redemption prior to their stated maturity date. A Commercial Paper Program and the Commercial Paper constituting part of such Program shall not be Balloon Indebtedness. “Board” shall mean the Board of Public Utilities Commissioners of the City of Long Beach, a commission existing under the Charter, and any successor to its function. Any action required or authorized to be taken by the Board in this Master Indenture may be taken by an Authorized Board Representative with such formal approvals by the Board as are required by the policies and practices of the Board and applicable laws; provided, however, that any action taken by an Authorized Board Representative in accordance with the provisions of this Master Indenture shall conclusively be deemed by the Trustee and the Owners to be the act of the Board without further evidence of the authorization thereof by the Board. “Bond” or “Bonds” shall mean any debt obligation of the Board, acting on its own behalf and on behalf of the City, issued with respect to the Enterprise as a taxable or tax-exempt obligation under and in accordance with the provisions of Article II hereof, including, but not limited to, bonds, notes, bond anticipation notes, commercial paper and other instruments creating an indebtedness of the Board, acting on its own behalf and on behalf of the City, and obligations incurred through lease or installment purchase agreements or other agreements or certificates of

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participation therein and Repayment Obligations to the extent provided in Section 2.12 hereof.

The terms “Bond” and “Bonds” include Program Bonds.
“Bond Counsel” shall mean a firm or firms of attorneys which are nationally recognized as experts in the area of municipal finance and which are familiar with the transactions contemplated under this Master Indenture and which are acceptable to the Board. “Bondholder,” “Holder,” “holder,” “Owner” or “Registered Owner” shall mean the person in whose name any Bond or Bonds are registered on the books maintained by the Registrar and shall include any Credit Provider or Liquidity Provider to which a Repayment Obligation is then owed, to the extent that such Repayment Obligation is deemed to be a Bond under the provisions of Section 2.12 hereof.
“Bond Law” shall mean Sections 3.52.110 through 3.52.150 of the Long Beach Municipal Code.
“Business Day” shall mean a day on which banks located in New York, New York, in Los Angeles, California, in any office of a Credit Provider or Liquidity Provider where draws under a Credit Facility or a Liquidity Facility are presented, and in the city in which the principal corporate trust office of the Trustee is located are open, provided that such term may have a different meaning for any specified Series of Bonds if so provided by Supplemental Indenture. “Capital Appreciation Bonds” shall mean Bonds all or a portion of the interest on which is compounded and accumulated at the rates and on the dates set forth in a Supplemental Indenture and is payable only upon redemption or on the maturity date of such Bonds . Bonds which are issued as Capital Appreciation Bonds , but later convert to Bonds on which interest is paid periodically shall be Capital Appreciation Bonds until the conversion date and from and after such conversion date shall no longer be Capital Appreciation Bonds , but shall be treated as having a principal amount equal to their Accreted Value on the conversion date. “Capitalized Interest” shall mean proceeds of Bonds or other monies not included in Gross Revenues that are deposited with the Trustee in a Debt Service Fund as shall be described in a Supplemental Indenture upon issuance of such Bonds that are to be used to pay interest on Bonds. “Charter” means the Charter of the City of Long Beach, California, as may be in effect from time to time.
“City” shall mean the City of Long Beach, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State, and any successor thereto.
“City Council” shall mean the City Council of the City of Long Beach. “City Treasurer” shall mean the City Treasurer of the City of Long Beach. “Code” shall mean the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations applicable with respect thereto.

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“Commercial Paper” shall mean notes of the City with a maturity of not more than 270 days from the date of issuance and which are issued and reissued from time to time pursuant to a Program adopted by the Board, on its own behalf and on behalf of the City. “Commercial Paper Program” shall mean a Program authorized by the Board and the City Council pursuant to which Commercial Paper shall be issued and reissued from time to time, up to the Authorized Amount of such Program.
“Construction Fund” shall mean any of the Construction Funds authorized to be created as provided by Section 4.05 hereof.
“Consultant” shall mean any Independent consultant, consulting firm, engineer, architect, engineering firm, architectural firm, accountant or accounting firm, municipal advisor, or other expert recognized to be well-qualified for work of the character required and retained by the Board or the City to perform acts and carry out the duties provided for such consultant in this Master Indenture.
“Costs” or “Costs of a Project ” shall mean all costs of planning, developing, financing, constructing, installing, equipping, furnishing, improving, acquiring, enlarging and/or renovating a Project and placing the same in service and shall include, but not be limited to the following:
(a) costs of real or personal property, rights, franchises, easements and other interests in property, real or personal, and the cost of demolishing or removing structures and site preparation, infrastructure development, and landscaping and acquisition of land to which structures may be removed; (b) the costs of materials and supplies, machinery, equipment, vehicles, furnishings, improvements and enhancements; (c) labor and related costs and the costs of services provided, including costs of consultants, advisors, architects, engineers, accountants, planners, attorneys, financial and feasibility consultants, in each case, whether an employee of the Board or the City or an Independent Consultant; (d) costs of the Enterprise properly allocated to a Project and with respect to costs of its employees or other labor costs, including the cost of medical, pension, retirement and other benefits as well as salary and wages and the allocable costs of administrative, supervisory and managerial personnel and the properly allocable cost of benefits provided for such personnel; (e) financing expenses, including costs related to issuance of and securing of Bonds, costs of Credit Facilities, Liquidity Facilities, Capitalized Interest, a Debt Service Reserve Fund, if any, fees and expenses of the Trustee, the Paying Agent and the Registrar ; (f) any Swap Termination Payments due in connection with a Series of Bonds or the failure to issue such Series of Bonds, and (g) such other costs and expenses that can be capitalized under generally accepted accounting principles in effect at the time the cost is incurred by the Board. “Credit Facility” shall mean a policy of municipal bond insurance, a letter of credit, surety bond, line of credit, guarantee, standby purchase agreement, Debt Service Reserve Fund Surety Policy or other financial instrument which obligates a third party or the City (not acting by and through the Board) to make payment of or provide funds to the Trustee or the Paying Agent for the payment of the principal of and/or interest on Bonds whether such obligation is to pay in the first instance and seek reimbursement or to pay only if the Board fails to do so. “Credit Provider ” shall mean the party obligated to make payment of principal of and interest on the Bonds under a Credit Facility.

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“Debt Service Fund” or “Debt Service Funds” shall mean a Debt Service Fund or any of the Debt Service Funds required to be created and maintained as provided by Section 4.03 hereof. “Debt Service Reserve Fund ” shall mean any Debt Service Reserve Fund created by the Board pursuant to a Supplemental Indenture in connection with the issuance of any Series of Bonds and that is required to be funded for the purpose of providing additional security for such Series of Bonds and under certain circumstances to provide additional security for such other designated Series of Bonds issued pursuant to the terms of this Master Indenture and as specified in any Supplemental Indenture.
“Debt Service Reserve Fund Surety Policy” shall mean an insurance policy or surety bond, or a letter of credit, deposited with the Trustee or such other fiduciary for the credit of the Debt Service Reserve Fund created for one or more series of Outstanding Bonds in lieu of or partial substitution for cash or securities on deposit therein. Except as otherwise provided in a Supplemental Indenture, the entity providing such Debt Service Reserve Fund Surety Policy shall be rated, at the time of delivery thereof, in one of the two highest long-term Rating Categories by one or more of the Rating Agencies.
“Designated Debt” shall mean a specific indebtedness designated by the Board in which such debt shall be offset with a Swap, such specific indebtedness to include all or any part of a Series or multiple Series of Bonds.
“Effective Date” shall mean [CLOSING DATE], 2026.
“Electronic Means ” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, if any, or another method or system specified by the Trustee as available for use in connection with its services hereunder. “Enterprise” shall mean City ’s municipally owned natural gas utility, operated by the Public Utilities Department, including the natural gas distribution system, pipelines, infrastructure, facilities, natural gas mains, service lines, corrosion control rectifiers, regulating and metering equipment, valves, compressed natural gas and delivery stations under the jurisdiction and control of the City, including all facilities and property related thereto, real or personal, under the jurisdiction and control of the City in which the City has other rights or from which the City derives revenues; and including and excluding, as the case may be, such property as the City may either acquire or which shall be placed under its control, or divest or have removed from its control. The term “Enterprise” does not include any facilities, properties or improvements constituting any portion of the sewer or water systems in the City.
“Event of Default” shall mean any occurrence or event specified in Section 8.01 hereof. “Fair Market Value ” shall mean the price at which a willing buyer would purchase an investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “fair market value” means the acquisition price in a bona fide, arm’s length transaction (as referenced above) if (a) the investment is a certificate of deposit that is acquired in accordance

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with applicable regulations under the Code, (b) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (c) the investment is a United States Treasury Security —State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (d) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Federal Securities” shall mean any direct general non- callable obligations of the United States of America, including obligations issued or held in book- entry form on the books of the Department of the Treasury of the United States of America, and Refcorp strips. “Fiscal Year ” shall mean the period commencing on October 1 of each year and terminating on the next succeeding September 30, or such other period as may be established by the City as its official fiscal year period (written notice of which shall be given by the City to the Trustee).
“Fitch” shall mean Fitch Ratings, its successors and its assigns, and, if for any reason it no longer performs the functions of a nationally recognized statistical rating organization, “ Fitch” shall be deemed to refer to any nationally recognized statistical rating organization designated by the Public Utilities Department.
“Force Majeure Event” shall mean an occurrence that is beyond the control of the Board, the City or the Trustee and could not have been avoided by exercising due care and shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics, pandemics or other similar occurrences.
“Gas Revenue Fund” shall mean the existing “Gas Fund” established and held by the City Treasurer with respect to the Enterprise.
“General Manager” shall mean the person at a given time who is the general manager of the Public Utilities Department or such other title as the Board or the City may from time to time assign for such position and the officer or officers succeeding to such position. “Gross Revenues ” shall mean all gross charges received for, and all other income and revenues derived by the Board from, the ownership and operation of the Enterprise or otherwise arising from the Enterprise, including but not limited to investment earnings thereon; but excluding (a) the proceeds of any ad valorem property taxes levied for the purpose of paying genera l obligation bonds of the City relating to the Enterprise, (b) the proceeds of any special assessments or special taxes levied upon real property within any improvement district for the purpose of paying special assessment bonds or special tax obligations of the City relating to the Enterprise, and (c) customer deposits. Notwithstanding the foregoing, solely for the purposes of the calculated Net Revenues for purposes of Section 5.04(b) hereof, there shall be deducted from Gross Revenues any amounts transferred to the Rate Stabilization Fund as contemplated by Section 4.06 hereof,

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and there shall be added to Gross Revenues any amount transferred out of the Rate Stabilization Fund as contemplated by Section 4.06 hereof.
“Implemented” shall mean, when used with respect to a Program, a Program which has been authorized and the terms thereof approved by a resolution adopted by the Board and a resolution adopted by the City Council and, with respect to which Program, the items described in Section 2.09(a) through (i) hereof have been filed with the Trustee. “Indenture” shall mean this Master Trust Indenture, together with all Supplemental Indentures.
“Independent” shall mean, when used with respect to any specified firm or individual, such a firm or individual who (a) does not have any direct financial interest or any material indirect financial interest in the operations of the Board or the City, other than the payment to be received under a contract for services to be performed, and (b) is not connected with the Board or the City as an official, officer or employee.
“Initial Bonds” shall mean, the Bonds issued on the Effective Date designated as [“City of Long Beach, California Senior Gas Revenue Short-Term Obligations.”] “Investment Agreement” shall mean an investment agreement or guaranteed investment contract (a) with or guaranteed by a national or state chartered bank or savings and loan, an insurance company or other financial institution whose unsecured debt is rated, at the time of execution, in the highest short-term Rating Category (if the term of the Investment Agreement is less than three years) or in either of the two highest long-term Rating Categories (if the term of the Investment Agreement is three years or longer) by one or more of the Rating Agencies, or (b) which investment agreement or guaranteed investment contract is fully secured by obligations described in clauses (a) and (b) of the definition of Permitted Investments which are (i) valued not less frequently than monthly and have a fair market value, exclusive of accrued interest, at all times at least equal to 103% of the principal amount of the investment, together with the interest accrued and unpaid thereon, (ii) held by the Trustee (who shall not be the provider of the collateral) or by any Federal Reserve Bank or a depository acceptable to the Trustee, (iii) subject to a perfected first lien on behalf of the Trustee, and (iv) free and clear from all third-party liens. “Kroll” shall mean Kroll Bond Rating Agency, Inc., its successors and its assigns, and, if for any reason it no longer performs the functions of a nationally recognized statistical rating organization, “ Kroll” shall be deemed to refer to any nationally recognized statistical rating organization designated by the Public Utilities Department.. “Liquidity Facility” shall mean a letter of credit, line of credit, standby purchase agreement or other financial instrument, including a Credit Facility, which is available to provide funds with which to purchase Bonds upon tender thereof.
“Liquidity Provider” shall mean the entity, including a Credit Provider, which is obligated to provide funds to purchase Bonds under the terms of a Liquidity Facility upon tender thereof. “Mail” shall mean by first-class United States mail, postage prepaid.

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“Master Indenture” shall mean this Master Senior Trust Indenture, dated as of [CLOSING DATE], 2026, by and between the Board, acting on its own behalf and on behalf of the City, and the Trustee, together with all amendments thereto.
“Maximum Aggregate Annual Debt Service ” shall mean the maximum amount of Aggregate Annual Debt Service with respect to all Bonds , Unissued Program Bonds and the Authorized Amount of all Bonds then proposed to be issued in the then current or any future Fiscal Year.
“Moody’s” shall mean Moody’s Investors Service, Inc., its successors and its assigns, and, if for any reason it no longer performs the functions of a nationally recognized statistical rating organization, “Moody’s” shall be deemed to refer to any nationally recognized statistical rating organization designated by the Public Utilities Department. “Net Proceeds ” shall mean insurance proceeds received as a result of damage to or destruction of the Enterprise or any condemnation award or amounts received by the Board from the sale of the Enterprise under the threat of condemnation less expenses (including attorneys’ fees and expenses and any fees and expenses of the Trustee) incurred in the collection of such proceeds or award.
“Net Revenues” shall mean, for any period, an amount equal to all of the Gross Revenues received during such period less the amount required to pay all Operation and Maintenance Costs becoming payable during such period.
“Non-Qualified Swap” shall mean any Swap which is not a Qualified Swap. “Notes” shall mean Bonds issued under the provisions of Article II hereof which have a maturity of one year or less from their original date of issue and which are not part of a Commercial Paper Program.
“Operation and Maintenance Costs” shall mean the reasonable and necessary costs and expenses paid by the Board for maintaining and operating the Enterprise, including but not limited to (a) the cost of acquiring natural gas (including amounts payable by the Board under a gas supply agreement or similar type of agreement) , (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Enterprise in good repair and working order, and (c) the reasonable administrative costs of the Board attributable to the operation and maintenance of the Enterprise; but in all cases excluding (i) interest expense relating to obligations of the City or the Board with respect to the Enterprise (including the Bonds) ; (ii) depreciation, replacement and obsolescence charges or reserves therefor; and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. “Original Issue Discount Bonds ” shall mean Bonds which are sold at an initial public offering price of less than face value and which are specifically designated as Original Issue Discount Bonds by the Supplemental Indenture under which such Bonds are issued. “Outstanding” when used with respect to Bonds shall mean all Bonds which have been authenticated and delivered under this Master Indenture, except:

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(a) Bonds cancelled or purchased by the Trustee or a Paying Agent for cancellation or delivered to or acquired by the Trustee or a Paying Agent for cancellation and, in all cases, with the intent to extinguish the debt represented thereby; (b) Bonds deemed to be paid in accordance with Article VII hereof; (c) Bonds in lieu of which other Bonds have been authenticated under Section 2.05, 2.06 or 2.08 hereof;
(d) Bonds that have become due (at maturity or on redemption, acceleration or otherwise) and for the payment of which sufficient moneys, including interest accrued to the due date, are held by the Trustee or a Paying Agent; (e) Bonds which, under the terms of the Supplemental Indenture pursuant to which they were issued, are deemed to be no longer Outstanding; (f) Repayment Obligations deemed to be Bonds under Section 2.12 hereof to the extent such Repayment Obligation arose under the terms of a Liquidity Facility, provided the Liquidity Provider purchased and holds Bonds pursuant to the terms of the Liquidity Facility; and
(g) for purposes of any consent or other action to be taken by the holders of a specified percentage of Bonds under this Master Indenture , Bonds held by or for the account of the Board or the City or by any person controlling, controlled by or under common control with the Board or the City, unless such Bonds are pledged to secure a debt to an unrelated party.
“Paying Agent” or “Paying Agents” shall mean, with respect to the Bonds, or any Series of Bonds, the banks, trust companies or other financial institutions or other entities designated in a Supplemental Indenture or a resolution of the Board as the place where such Bonds shall be payable.
“Payment Date” shall mean, with respect to any Bonds, each date on which interest is due and payable thereon, each date on which principal is due and payable thereon whether by maturity or redemption thereof and each date on which such other amounts are due and payable thereon. “Permitted Investments” shall mean any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value (the Trustee is entitle d to rely upon the investment direction of the Board that such investment constitutes a Permitted Investment). Unless otherwise stated, all permissible securities are limited to a five -year maximum maturity from the trade settlement date.
(a) United States Treasury notes, bonds, bills or certificates of indebtedness. (b) Federal agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -

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sponsored enterprises, including: Federal Home Loan Bank (FHLB), Federal Farm Credit Bank (FFCB), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae) and Federal Agricultural Mortgage Corporation (Farmer Mac);
(c) bankers’ acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Must be rated at least “A -1” or equivalent by a Rating Agency and must not exceed 180 days. (d) registered state warrants or treasury notes or bonds of the State, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled or operated by the State or by a department, board, agency or authority of the State, in each case, rated at least “A -1” or equivalent by a Rating Agency for short -term, and at least “AA” or equivalent by a Rating Agency for long-term; (e) bonds, notes, warrants or other evidences of indebtedness of any local agency within the State, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by the City, or by a department, board, agency or authority of the City, in each case, rated at least “A-1” or equivalent by a Rating Agency for short-term, and at least “AA” or equivalent by a Rating Agency for long-term; (f) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by a Rating Agency. Issuing corporations must be organized and operating within the United States, have assets in excess of $500 million, and debt other than commercial paper must be in a rating category of at least “A” or its equivalent by a Rating Agency. Purchases of eligible commercial paper may not exceed 270 days’ maturity nor represent more than 10% of the outstanding paper of an issuing corporation;
(g) negotiable certificates of deposits issued by a nationally or state -chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code), a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank and which are rated at least “A-1” or equivalent by a Rating Agency. (h) repurchase and reverse repurchase agreements: i nvestments in repurchase agreements may be made when the term of the agreement does not exceed one year. The market value of securities that underlie a repurchase agreement shall be valued at 102% or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102% no later than the next business day.

Reverse repurchase agreements or securities lending agreements may be utilized only when the following conditions are met: (i) t he security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale , (ii) the total of all reverse

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repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 % of the base value of the portfolio, (iii) the agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security , and (iv) funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spr ead for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security.
(i) investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state - chartered bank that has or has had a significant banking relationship with a local agency. (j) medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Securities must be rated at least “A” or its equivalent or by a Rating Agency. (k) notes, bonds, or other obligations which are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 of the Government Code of the State as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by said Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted;
(l) a mortgage passthrough security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-backed certificate, consumer receivable passthrough certificate, or consumer receivable-backed bond. Security must be rated at least “AA” or its equivalent by a Rating Agency; (m) the Local Agency Investment Fund maintained by the Treasurer of the State;

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(n) the City’s investment pool maintained by the City Treasurer in accordance with the City’s adopted investment policy;
(o) an Investment Agreement; and
(p) units of a taxable money-market portfolio composed of a U.S. government obligations or repurchase agreements fully secured by such U.S. government obligations, including any money market fund for which the Trustee or any of its affiliates provides investment advisory, management or administrative services. “President” shall mean the person at a given time who is the president of the Board or such other title as the Board, the City or the Charter may from time to time assign for such position and the officer or officers succeeding to such position.
“Principal Amount ” or “principal amount ” shall mean, as of any date of calculation, (a) with respect to any Capital Appreciation Bonds , the Accreted Value thereof (the difference between the stated amount to be paid at maturity and the Accreted Value being deemed unearned interest), (b) with respect to any Original Issue Discount Bonds, the Accreted Value thereof, unless the Supplemental Indenture under which such Bond was issued shall specify a different amount, in which case, the terms of the Supplemental Indenture shall control, and (c) with respect to any other Bonds, the principal amount of such Bond payable at maturity or redemption thereof. “Program” shall mean a financing program identified in a Supplemental Indenture , including but not limited to a Commercial Paper Program, (a) which is authorized and the terms thereof approved by a resolution adopted by the Board and the items described in Section 2.09(a) through ( i) hereof h ave been filed with the Trustee, (b) wherein the Board has authorized the issuance, from time to time, of notes, commercial paper or other indebtedness in an Authorized Amount, and (c) the Authorized Amount of which has met the additional bonds test set forth in Section 2.11 hereof and the Outstanding amount of which may vary from time to time, but not exceed the Authorized Amount.
“Program Bonds” shall mean Bonds issued and Outstanding pursuant to a Program, other than Unissued Program Bonds.
“Project” shall mean any and all facilities, improvements and other expenditures related to the Enterprise financed in whole or in part with proceeds of a Series of Bonds. “Public Utilities Department” means the Long Beach Public Utilities Department created by Section 1400 of the Charter and operated under the exclusive jurisdiction and control of the Board.
“Qualified Self Insurance” shall have the meaning set forth in Section 5.10(a) hereof. “Qualified Swap” shall mean any Swap (a) whose Designated Debt is all or part of a particular Series of Bonds; (b) whose Swap Provider is a Qualified Swap Provider or has been a Qualified Swap Provider within the 60 day period preceding the date on which the calculation of Annual Debt Service or Aggregate Annual Debt Service is being made; (c) which has a term not greater than the term of the Designated Debt or to a specified mandatory tender or redemption of

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such Designated Debt; and (d) which has been designated in writing to the Trustee by the Board as a Qualified Swap with respect to such Bonds.
“Qualified Swap Provider ” shall mean a financial institution (a) whose senior long -term debt obligations, or whose obligations under any Qualified Swap are guaranteed by a financial institution, or subsidiary of a financial institution, whose senior long- term debt obligations, are rated at least “Aa,” in the case of Moody’s, and “AA,” in the case of S&P, or the equivalent thereto in the case of any successor thereto, or (b) whose obligations under any Qualified Swap are fully secured by obligations described in clause (a) or (b) of the definition of Permitted Investments which are (i) valued not less frequently than monthly and have a fair market value, exclusive of accrued interest, at all times at least equal to 105 % of the principal amount of the investment, together with the interest accrued and unpaid thereon, (ii) held by the Trustee (who shall not be the provider of the collateral) or by any Federal Reserve Bank or a depository acceptable to the Trustee, (iii) subject to a perfected first lien on behalf of the Trustee, and (iv) free and clear from all third-party liens.
“Rate Stabilization Fund” shall mean the Rate Stabilization Fund created and maintained pursuant to Section 4.06 hereof.
“Rating Agency” and “Rating Agencies” shall mean Fitch, Kroll, Moody’s or S&P, or any other nationally recognized statistical rating organization. “Rating Category” and “Rating Categories” shall mean (a) with respect to any long -term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier, and (b) with respect to any short- term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier.
“Rebate Fund” shall mean any fund created by the Board pursuant to a Supplemental Indenture in connection with the issuance of the Bonds or any Series of Bonds for the purpose of complying with the Code and providing for the collection and holding for and payment of amounts to the United States of America.
“Record Date” shall mean, with respect to any Series of Bonds, the record date as specified in the Supplemental Indenture which provides for the issuance of such Series. “Refunding Bonds” shall mean any Bonds issued pursuant to Section 2.10 hereof to refund or defease all or a portion of any series of Outstanding Bonds. “Registrar” shall mean, with respect to the Bonds or any Series of Bonds, the bank, trust company or other entity designated in a Supplemental Indenture or a resolution of the Board to perform the function of Registrar under this Master Indenture or any Supplemental Indenture, and which bank, trust company or other entity has accepted the position in accordance with Section 9.12 hereof.

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“Regularly Scheduled Swap Payments” shall mean the regularly scheduled payments under the terms of a Swap which are due absent any termination, default or dispute in connection with such Swap.
“Repayment Obligations” shall mean (a) an obligation arising under a written agreement of the Board, acting on its own behalf and on behalf of the City, and a Credit Provider pursuant to which the Board agrees to reimburse the Credit Provider for amounts paid through a Credit Facility to be used to pay debt service on any Bonds and all other amounts due and owning to a Credit Provider under a Credit Facility, or (b) an obligation arising under a written agreement of the Board, acting on its own behalf and on behalf of the City, and a Liquidity Provider pursuant to which the Board agrees to reimburse the Liquidity Provider for amounts paid through a Liquidity Facility to be used to purchase Bonds and all other amounts due and owing to a Liquidity Provider under a Liquidity Facility.
“Reserve Requirement ” shall mean such amount as provided for in a Supplemental Indenture.
“Responsible Officer” shall mean an officer or assistant officer of the Trustee assigned by the Trustee to administer this Master Indenture.
“Serial Bonds” shall mean Bonds for which no sinking installment payments are provided. “Series” shall mean Bonds designated as a separate Series by a Supplemental Indenture and, with respect to Program Bonds or a Commercial Paper Program, shall mean the full Authorized Amount of such program, regardless of when or whether issued, unless portions thereof are, by Supplemental Indenture, designated as a separate Series. “Significant Portion” shall mean, for purposes of Section 5.12 hereof, any portion of the Enterprise which, if such portion had been sold or disposed of by the Board at the beginning of an annual period which includes the month of commencement of the 12 month period ending on the day of such disposition would have resulted in a reduction in Net Revenues for such annual period of more than 5% when the actual Net Revenues for such annual period are decreased by the Gross Revenues directly attributable to the Enterprise and increased by the expenses of the Board directly attributable to the Enterprise. The Board shall notify each of the Rating Agencies that the Board has requested ratings from and who are then maintaining a rating on any of the Bonds prior to the selling or disposing of a Significant Portion of the Enterprise. “S&P” shall mean S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, its successors and its assigns, and, if for any reason it no longer performs the functions of a nationally recognized statistical rating organization, “S&P” shall be deemed to refer to any nationally recognized statistical rating organization designated by the Public Utilities Department. “Specified Project ” shall mean a Project or a group of alternative Projects which are described in a certificate of an Authorized Board Representative, which is delivered to the Consultant preparing the certificate or opinion pursuant to the definition of “Additional Revenues,” if applicable, the revenues and expenses of which Project or of the alternative Projects are to be taken into account by such Consultant preparing the certificate or opinion pursuant to the definition of “Additional Revenues.”

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“State” shall mean the State of California.
“Subordinate Obligation” shall mean any bond, note or other debt instrument issued or otherwise entered into by the Board, acting on its own behalf and on behalf of the City, which ranks junior and subordinate to the Bonds and which may be paid from moneys constituting Net Revenues only if all principal, interest and other amounts which have become due and payable on the Bonds whether by maturity, redemption, acceleration or agreement of the Board have been paid in full and the Board is current on all payments, if any, required to be made to replenish any Debt Service Reserve Fund. “Subordinate Obligations” are not Bonds for purposes of this Master Indenture; provided, however, that the Board may henceforth by Supplemental Indenture elect to have the provisions of this Master Indenture applicable to the Bonds apply to the Subordinate Obligations issued thereunder, except that such Subordinate Obligations shall be secured on a junior and subordinate basis to the Bonds from the Net Revenues. No bond, note or other instrument of indebtedness shall be deemed to be a “Subordinate Obligation” for purposes of this Master Indenture and payable on a subordinated basis from Net Revenues unless specifically designated by the Board as a “Subordinate Obligation” in a Supplemental Indenture or other written instrument. In connection with any Subordinate Obligation with respect to which a Swap is in effect or proposes to be in effect, the term “ Subordinate Obligation” includes, collectively, both such Subordinate Obligation and either such Swap or the obligations of the Board under each such Swap, as the context requires. The term “Subordinate Obligations” also includes a Swap or the obligations of the Board under such Swap which has been entered into in connection with a Subordinate Obligation, as the context requires, although none of the Subordinate Obligations with respect to which such Swap was entered into remain outstanding. The term “ Subordinate Obligation” includes any Swap Termination Payment under a Qualified Swap with respect to any Bonds payable on parity with Subordinate Obligations.
“Supplemental Indenture ” shall mean any document supplementing or amending this Master Indenture or providing for the issuance of Bonds and entered into as provided in Article X hereof.
“Swap” shall mean any financial arrangement between the Board, acting on its own behalf and on behalf of the City, and a Swap Provider which provides that (a) each of the parties shall pay to the other an amount or amounts calculated as if such amount were interest accruing during the term of the arrangement at a specified rate (whether fixed or a variable rate or measured against some other rate or index) on a notional amount equivalent to a Designated Debt, and payable from time to time or at a designated time or times (whether before, during or after the term of the arrangement); (b) if such amount is to be paid before it is deemed to have accrued, the amount paid shall reflect the present value of such future amount (i.e., an upfront premium), while an amount to be paid after it is deemed to have accrued shall reflect the time value of such funds; (c) payment dates and calculated accrual rates need not be the same for each payor, but to the extent payment dates coincide, the arrangement may (but need not) provide that one shall pay to the other any net amount due under such arrangement.
“Swap Provider” shall mean a party to a Swap with the Board. “Swap Termination Payment” shall mean an amount payable by the Board or a Qualified Swap Provider, in accordance with a Qualified Swap, to compensate the other party to the

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Qualified Swap for any losses and costs that such other party may incur as a result of an event of default or the early termination of the obligations, in whole or in part, of the parties under such Qualified Swap.
“Synthetic Fixed Rate Debt ” shall mean indebtedness issued by the Board, acting on its own behalf and on behalf of the City, which: (a) is combined, as Designated Debt, with a Qualified Swap and creates, in the opinion of a Consultant, a substantially fixed- rate maturity or maturities for a term not exceeding such maturity or maturities, or (b) consisting of an arrangement in which two inversely related variable- rate securities are issued in equal principal amounts with interest based on off-setting indices resulting in a combined payment which is economically equivalent to a fixed rate.
“Tender Indebtedness” shall mean any Bonds or portions of Bonds a feature of which is an option and/or an obligation on the part of the holders, under the terms of such Bonds, to tender all or a portion of such Bonds to the Board, the Trustee, the Paying Agent or other fiduciary or agent or Credit Provider or Liquidity Provider for payment or purchase and requiring that such Bonds or portions of Bonds be purchased if properly presented.
“Term Bonds” shall mean Bonds of a Series which are payable on or before their specified maturity dates from sinking installment payments established pursuant to the Supplemental Indenture for such series for that purpose and calculated to retire the Bonds on or before their specified maturity dates.
“Trustee” shall mean the entity from time to time serving in such capacity under this Master Indenture and which, at the time of execution of this Master Indenture, is U .S. Bank Trust Company, National Association.
“Unissued Program Bonds” shall mean the bonds, notes or other indebtedness authorized to be issued pursuant to a Program and payable from Net Revenues, issuable in an amount up to the Authorized Amount relating to such Program, which have been approved for issuance by the Board pursuant to a resolution adopted by the Board and a resolution adopted by the City Council and with respect to which Program the items described in Section 2.09(a) through ( i) hereof have been filed with the Trustee but which have not yet been authenticated and delivered pursuant to the Program documents.
“United States Bankruptcy Code ” shall mean Title 11 U.S.C., Section 101 et seq., as amended or supplemented from time to time, or any successor federal act. “Variable Rate Indebtedness” shall mean any Bond or Bonds the interest rate on which is not, at the time in question, fixed to maturity, excluding any Commercial Paper Program.

Except as otherwise indicated, references to Articles and Sections are to the Articles and Sections of this Master Indenture.

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ARTICLE II

FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS
Section 2.01. Issuance of Bonds ; Form; Dating . Either taxable or tax -exempt Bonds may be issued by the Board, on its own behalf and on behalf of the City, under the terms of this Master Indenture for any purpose for which the Board, on its own behalf and on behalf of the City, at the time of such issuance, may incur debt which may include issuing Bonds and loaning the proceeds to other entities (if it is determined to be legally permissible for th e Board to do so at such time), provided that if the proceeds of the Bonds are loaned to other entities, the loan repayments and interest thereon shall be included as Gross Revenues. Except as otherwise provided in this Master Indenture , Bonds may be issued under this Master Indenture only if the provisions of Section 2.09 hereof are satisfied. The total principal amount of Bonds of each Series Outstanding may not exceed the amounts specified in the Supplemental Indenture providing for the issuance of such Bonds. The Bonds may be in certificated or uncertificated form, and Bonds which are issued in certificated form may be freely transferable or may be immobilized and held by a custodian for the beneficial owners, all as shall be set forth or permitted in the Supplemental Indenture providing for the issuance of such Bonds. In addition, Bonds may be in the form of notes, contracts or other evidences of indebtedness issued to banks, other financial institutions or creditors providing money, goods or services to the Board as provided in the applicable Supplemental Indenture and in all cases subject to compliance with the provisions of Section 2.09 hereof. The Bonds may have notations, legends or endorsements required by law or usage.

Bonds will be numbered and dated as provided in the applicable Supplemental Indenture.

All Bonds shall contain a statement to the following effect:
“The Bonds are special limited obligations of the City, payable solely from and secured by a pledge of Net Revenues derived by the Board from the operations of the Enterprise and such other amounts, funds and accounts pledged therefor under the Indenture. Neither the full faith and credit nor the taxing power of the City, the State or any political subdivision or agency of the State is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Neither the Bonds nor the obligation to pay principal of or interest thereon constitutes a debt of the City, the State or any of its political subdivisions within the meaning of any Constitutional limitation on indebtedness. None of the properties of the Enterprise are subject to any mortgage or other lien for the benefit of the owners of the Bonds.”
Section 2.02. Terms, Medium and Place of Payment. The Bonds shall be issued in the principal amount, shall bear interest at a rate or rates, including a rate of 0% and including variable or adjustable rates or rates set by auction, or by such other methods as the Board may from time to time determine, and such interest may be payable periodically, in whole or in part, or may be accumulated and paid at maturity or at such other time or times as the Board shall determine.

Bonds shall mature and may be subject to redemption and/or tender prior to their respe ctive maturities, all as shall be set forth in a Supplemental Indenture . The Bonds of each Series shall state that they are issued under and are secured by this Master Indenture and the pledge of Net Revenues and such other amounts, funds and accounts pledged therefor under the Indenture and

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state that regardless of the form thereof, they are “Bonds” issued hereunder and within the meaning of this Master Indenture.

The Bonds of each Series issued under the provisions of this Article shall be designated “City of Long Beach, California Senior Gas Revenue [Bonds] [Notes] [Commercial Paper Notes] [Obligations], [Year], Series _____,” inserting an appropriate identifying series letter, number or year, if desired, and including such other characteristics as may be provided by a Supplemental Indenture, or if such obligation is in a contract form may, instead, make a specific reference in such document that it constitutes a Bond under this Master Indenture.

Payments with respect to the Bonds shall be made as provided in the Supplemental Indenture providing for the issuance of such Bonds or as provided in the Bonds, which provisions shall include the designation of the currency in which such payments shall be made.

Section 2.03. Execution and Authentication. The Bonds, if in certificated form, will be signed for the Board, on its own behalf and on behalf of the City, as provided in the Supplemental Indenture or in the resolution authorizing such Bonds . In case any officer whose signature or whose facsimile signature shall appear on any Bonds shall cease to be such officer before the authentication of such Bonds, such signature or the facsimile signature thereof shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until authentication. Also, if a person signing a Bond is the proper officer on the actual date of execution, the Bond will be valid even if that person is not the proper officer on the nominal date of action and even though, at the date of this Master Indenture or the applicable Supplemental Indenture, such person was not such officer.

A Bond in certificated form will not be valid until the Trustee or its agent or an authenticating agent designated by the Board manually signs the certificate of authentication on the Bond. Such signature will be conclusive evidence that the Bond has been authenticated under this Master Indenture.

The Board may appoint an authenticating agent or the Trustee may appoint an authenticating agent acceptable to the Board to authenticate Bonds or different authenticating agents may be appointed for different Series of Bonds. An authenticating agent may authenticate Bonds whenever the Trustee may do so. Each reference in this Master Indenture to authentication by the Trustee includes authentication by such agent.

Bonds issued under this Master Indenture may be issued in uncertificated form, in which case the procedures for issuance and delivery and evidence of validity, ownership, transfer and exchange shall be as provided in a Supplemental Indenture, and neither the provisions of this Section nor any other provision of this Master Indenture shall be deemed to prohibit or restrict the issuance of uncertificated Bonds.

Section 2.04. Bond Register. Bonds of each Series may be presented at the designated corporate trust office of the Trustee or such other Registrar, unless a different office has been designated for such purpose, for registration, transfer and exchange. The Trustee or such other Registrar will keep a register of each Series of Bonds and of their transfer and exchange.

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Section 2.05. Mutilated, Lost, Stolen or Destroyed Bonds. (a) In the event any Bond is mutilated or defaced but identifiable by number and description, the Board, on its own behalf and on behalf of the City, shall execute and the Trustee shall authenticate and deliver a new Bond of like Series, date, maturity, interest rate and denomination as such Bond, upon surrender thereof to the Trustee; provided that there shall first be furnished to the Trustee clear and unequivocal proof satisfactory to the Trustee that the Bond is mutilated or defaced. The Holder shall accompany the above with a deposit of money required by the Trustee for the cost of preparing the substitute Bond and all other expenses connected with the issuance of such substitute. The Trustee shall then cause proper record to be made of the cancellation of the original, and thereafter the substitute shall have the validity of the original.
(b) In the event any Bond is lost, stolen or destroyed, the Board, on its own behalf and on behalf of the City, may execute and the Trustee may authenticate and deliver a new Bond of like Series, date, maturity, interest rate and denomination as that Bond lost, stolen or destroyed, provided that there shall first be furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to it.
(c) Except as limited by any Supplemental Indenture , the Trustee may charge the Holder of any such Bond all governmental charges and transfer taxes, if any, and its reasonable fees and expenses in this connection. All substitute Bonds issued and authenticated pursuant to this Section shall be issued as a substitute and numbered, if numbering is provided for by the Supplemental Indenture or the Trustee, as determined by the Trustee. In the event any such Bond has matured or been called for redemption, instead of issuing a substitute Bond, the Board may pay the same at its maturity or redemption without surrender thereof upon receipt of indemnity satisfactory to the Board and the Trustee.

Section 2.06. Registration and Transfer or Exchange of Bonds ; Persons Treated as Owners. Unless otherwise provided by a Supplemental Indenture , all Bonds shall be issued in fully registered form.

Upon surrender for transfer of any Bond at the designated corporate trust office of the Trustee or such other Registrar, the Trustee or such other Registrar, as applicable, shall deliver in the name of the transferee or transferees a new fully authenticated and registered Bond or Bonds of authorized denominations of the same Series , date, interest rate and maturity for the same aggregate principal amount.

Holders may present Bonds at the designated corporate trust office of the Trustee or such other Registrar for exchange for Bonds of different authorized denominations and, upon such presentation, the Trustee or such other Registrar shall deliver to the Holder a new fully authenticated and registered Bond or Bonds of the same Series, date, interest rate and same maturity for the same aggregate principal amount.

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All Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee or such other Registrar, duly executed by the Holder or by his duly authorized attorney.

Except as limited by any Supplemental Indenture, the Trustee or such other Registrar also may require payment from the Holder of a sum sufficient to cover any tax, or other governmental fee or charge that may be imposed in relation thereto. Such taxes, fees and charges shall be paid before any such new Bond shall be delivered.

Supplemental Indentures may designate certain limited periods during which Bonds will not be exchanged or transferred.

Bonds delivered upon any exchange or transfer as provided herein, or as provided in Section 2.05 hereof, shall be valid limited obligations of the Board , evidencing the same debt as the Bond or Bonds surrendered, shall be secured by this Master Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bond or Bonds surrendered.

The Board, the City, the Trustee, the Registrar and the Paying Agent shall treat the Holder of a Bond, as shown on the registration books kept by the Trustee or such other Registrar, as the person exclusively entitled to payment of principal, premium, if any, and interest on such Bond and, except as otherwise provided herein, as the party entitled to the exercise of all other rights and powers of the Holder, except that all interest payments will be made to the party who, as of the Record Date, is the Holder.

Section 2.07. Destruction of Bonds . Whenever any Bonds shall be delivered to the Trustee, the Paying Agent or the Registrar for cancellation pursuant to this Master Indenture, upon payment of the principal amount thereof and interest thereon represented thereby or for replacement pursuant to Section 2.05 hereof or upon exchange or transfer pursuant to Section 2.06 hereof, such Bond shall be cancelled and disposed of by the Trustee, the Paying Agent or the Registrar in accordance with its customary practices.

Section 2.08. Temporary Bonds. Pending preparation of definitive Bonds of any Series, the Board, on its own behalf and on behalf of the City, may execute and the Trustee shall authenticate and deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, temporary bonds or certificates which shall be exchanged for the Bonds.

If temporary Bonds shall be issued, the Board, on its own behalf and on behalf of the City, shall cause the definitive Bonds to be prepared and to be executed, authenticated and delivered to the Trustee, and the Trustee, upon presentation to it of any temporary bond, shall cancel the same and deliver in exchange therefor at the place designated by the Holder, without charge to t he Holder thereof, definitive Bonds of an equal aggregate principal amount of authorized denominations, of the same Series, date, maturity and bearing interest the same as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit and security of this Master Indenture as the definitive Bonds to be issued and authenticated hereunder.

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Section 2.09. Issuance of Series of Bonds; Supplemental Indenture; Application of Bond Proceeds. Bonds may be issued, at one time or in a Series from time to time, subject to the conditions of this Section.

Each Series of Bonds shall be dated, shall mature, shall bear interest, shall be subject to redemption and shall be amortized, and within a Program, shall be issued and reissued from time to time, all as provided in the Supplemental Indenture relating to such Series of Bonds. In addition, each such Supplemental Indenture may provide for the appointment of a Registrar or Registrars and a Paying Agent or Paying Agents and such other agents as the Board shall determine to be necessary in addition to or in place of the Trustee.

Such Supplemental Indenture may provide that the interest rate on the Bonds and the duration of the periods during which such interest accrues may from time to time be adjusted and that the Bonds may be purchased upon the demand of the owners thereof or may be subject to mandatory purchase upon the occurrence of certain events or certain times, and such provisions may include, without limitation, the creation of objective standards for such adjustments, the appointment of agents to apply such standards to the Bonds , the criteria for such purchases upon demand and the procurement of Liquidity Facilities and Credit Facilities with respect to the Bonds.

Each Series of the Bonds, upon execution by the Board, on its own behalf and on behalf of the City, shall be deposited with the Trustee or an agent for authentication and delivery, but prior to or simultaneously with the original delivery of such Series of Bonds or delivery of the first Bonds of a Program, there shall be filed with the Trustee the following:
(a) an original executed counterpart or a copy, certified by the Secretary to the Board or the Executive Assistant to the Board, of this Master Indenture , together with all Supplemental Indentures;
(b) an original executed counterpart or a copy, certified by the Secretary to the Board or the Executive Assistant to the Board, of the Supplemental Indenture or Supplemental Indentures providing for the issuance of such Series of Bonds and setting forth the terms of such Series of Bonds;
(c) except with respect to the issuance of any Refunding Bonds, a certificate of an Authorized Board Representative listing those facilities or undertakings which the Board expects to finance with proceeds of the sale of such Series of Bonds or Program or from which the Board expects to select those Projects which will be financed with proceeds of the sale of such Series of Bonds or Program and such certificate shall, with respect to each item on the list include an estimated cost of such facility or undertaking, if available; (d) the certificate of an Authorized Board Representative and the Consultant or Consultants, as applicable, required by Section 2.11 hereof; (e) a certificate of an Authorized Board Representative stating that (i)(A) none of the Events of Default set forth in Section 8.01 hereof has occurred and remains uncured or (B) that upon issuance of such Series of Bonds, all Events of Default set forth in Section

8.01 hereof that have occurred and are continuing, shall be cured, and (ii) that the Board is in full compliance with the terms of Section 5.04 hereof;

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(f) an opinion of Bond Counsel to the effect that the issuance of such Bonds has been duly authorized, that all legal conditions precedent to the delivery of such Bonds have been fulfilled, that the Bonds are valid and binding special limited obligations of the City in accordance with their terms;
(g) written instructions from the Board to authenticate the Bonds and, upon receipt of the purchase price, to deliver the Bonds to or upon the order of the purchasers named in such instructions;
(h) a copy of the resolution of the Board approving the issuance of Bonds of such Series, certified by the Secretary to the Board or the Executive Assistant to the Board; and
(i) a copy of the resolution of the City Council approving the issuance of Bonds of such Series, certified by the City Clerk.

When the documents mentioned in clauses (a) through (i), inclusive, of the immediately preceding paragraph shall have been filed with the Trustee and when such Bonds shall have been executed and authenticated, the Trustee or authenticating agent shall deliver such Bonds to or upon the order of the purchasers thereof, but only upon payment by the purchasers of the purchase price of such Bonds.

Section 2.10. Refunding Bonds. Refunding Bonds may be issued under and secured by this Master Indenture. Such Refunding Bonds shall be issued in accordance with the provisions of Sections 2.09 and 2.11 hereof.

Section 2.11. Test for Issuance of Bonds. The Board, on its own behalf and on behalf of the City, may, by Supplemental Indenture , issue or incur bonds, notes, loans, advances or indebtedness payable from Net Revenues to provide financing for the Enterprise in such principal amount as shall be determined by the Board. The Board, on its own behalf and on behalf of the City, may issue or incur any such Bonds (excepting the Initial Bonds) subject to the following specific conditions, which are hereby made conditions precedent to the issuance and delivery of such Bonds:
(a) no Event of Default shall have occurred and be continuing under this Master Indenture; and
(b) there shall be delivered to the Trustee a certificate, dated as of a date between the date of pricing of the Bonds being issued and the date of issuance and delivery of such Bonds (both dates inclusive), prepared by an Authorized Board Representative showing that the Net Revenues, calculated in accordance with accounting principles consistently applied, for the most recent completed Fiscal Year or for a more recent 12-month period selected by the Board, in either case verified by a certificate or opinion of an Authorized Board Representative , plus , at the option of the Board, any Additional Revenues, were at least equal to 125% of Maximum Aggregate Annual Debt Service with respect to all Outstanding Bonds, Unissued Program Bonds and the proposed Series of Bonds, calculated as if the proposed Series of Bonds and the full Authorized Amount of such proposed Program Bonds (as applicable) were then Outstanding.

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(c) The provisions of subsection (b) of this section shall not apply to any Bonds if:
(i) the Bonds are the Initial Bonds; or
(ii) the Bonds being issued are Refunding Bonds and there is delivered to the Trustee, instead, a certificate of an Authorized Board Representative showing that Maximum Aggregate Annual Debt Service after the issuance of such Refunding Bonds will not exceed Maximum Aggregate Annual Debt Service prior to the issuance of such Refunding Bonds by more than 5%.

Section 2.12. Repayment Obligations Afforded Status of Bonds. (a) If a Credit Provider or Liquidity Provider makes payment of principal of and/or interest on a Bond or advances funds to purchase or provide for the purchase of Bonds and is entitled to reimbursement thereof or repayment therefor, pursuant to a separate written agreement with the Board, but is not reimbursed or repaid, the Repayment Obligation under such written agreement may, if so provided in the written agreement, be afforded the status of a Bond issued under this Article II , and, if afforded such status, the Credit Provider or Liquidity Provider shall be deemed to be the Holder of such Bond, and such Bond shall be deemed to have been issued at the time of the original Bond for which the Credit Facility or Liquidity Facility was provided and will not be subject to the provisions of Sections 2.09 or 2.11 hereof; provided, however, (unless otherwise provided in the Supplemental Indenture pursuant to which the Bonds are issued or in the agreement with the Credit Provider or the Liquidity Provider): (a) interest shall be due and payable semiannually and (b) principal shall be due and payable not less frequently than annually and in such annual amounts as to amortize the principal amount thereof in (i) 30 years or, if shorter, (ii)(A) a term extending to the maturity date of the enhanced Bonds or (B) if later, the final maturity of the Repayment Obligation under the written agreement, and providing substantially level annual debt service payments, using the rate of interest set forth in the written reimbursement or repayment agreement which would apply to the Repayment Obligation as of the date such amortization schedule is fixed. The principal amortized as described in the prior sentence shall bear interest in accordance with the terms of the Repayment Obligation. Any amount which comes due on the Repayment Obligation by its terms and which is in excess of the amount treated as principal of and interest on a Bond shall be an obligation of the Board payable after its obligations to fund the Bonds unless otherwise provided under the Credit Facility or the Liquidity Facility. This provision shall not defeat or alter the rights of subrogation which any Credit Provider or Liquidity Provider may have under law or under the terms of any Supplemental Indenture.

The Trustee may conclusively rely on a written certification by the Credit Provider or the Liquidity Provider of the amount of such non- reimbursement and that such Repayment Obligation is to be afforded the status of a Bond under this Master Indenture. (b) In addition to the Repayment Obligations described in paragraph (a) above, any other amounts owed by the Board to a Credit Provider or a Liquidity Provider pursuant to the provisions of a written agreement between the Board and the Credit Provider or the Liquidity Provider, that are Repayment Obligations under such written agreement, shall, if

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so provided in the written agreement, be afforded the status of a Bond issued under this Article II and, if afforded such status, the Credit Provider or the Liquidity Provider shall be deemed to be the Holder of such Bond, and such Bond shall be deemed to have been issued at the time of the original Bond for which the Credit Facility or Liquidity Facility was provided and will not be subject to the provisions of Sections 2.09 or 2.11 hereof.

Such Repayment Obligation will be paid in accordance with the terms of the Supplemental Indenture pursuant to which the Bonds are issued or the terms of the agreement with the Credit Provider or the Liquidity Provider.

Section 2.13. Obligations Under Qualified Swap; Nonqualified Swap. (a) The obligation of the Board to make Regularly Scheduled Swap Payments under a Qualified Swap with respect to a Series of Bonds may be on a parity with the obligation of the Board to make payments with respect to such Series of Bonds and other Bonds under this Master Indenture, except as otherwise provided by Supplemental Indenture and elsewhere herein with respect to any Swap Termination Payments. The Board may provide in any Supplemental Indenture that Regularly Scheduled Swap Payments under a Qualified Swap shall be secured by a pledge of or lien on the Net Revenues or such other security set forth in the Granting Clause of this Master Indenture on a parity with the Bonds of such Series and all other Bonds , regardless of the principal amount, if any, of the Bonds of such Series remaining Outstanding. The Trustee shall take all action consistent with the other provisions hereof as shall be requested in writing by the Qualified Swap Provider necessary to preserve and protect such pledge, lien and assignment and to enforce the obligations of the Board with respect thereto. In the event the action requested to be taken pursuant to the preceding sentence shall require the Trustee either to exercise the remedies granted in the Indenture or to institute any action, suit or proceeding in its own name, the Qualified Swap Provider shall provide to the Trustee reasonable security and indemnity against satisfactory to the Trustee the costs, expenses and liabilities to be incurred in connection therewith. (b) In the event that a Swap Termination Payment or any other amounts other than as described in paragraph (a) above are due and payable by the Board under a Qualified Swap, such Swap Termination Payment and any such other amounts shall, unless otherwise provided in a Supplemental Indenture or the Qualified Swap, constitute an obligation of the Board payable from Net Revenues and such other security set forth in the Granting Clause of this Master Indenture subordinate to its obligations to pay and/or fund the Bonds and any reserve funds established with respect to such Bonds. (c) Obligations of the Board to make payments, including termination payments, under a Nonqualified Swap shall, unless otherwise provided in a Supplemental Indenture or the Swap, constitute an obligation of the Board payable from Net Revenues and such other security set forth in the Granting Clause of this Master Indenture subordinate to its obligations to pay and/or fund the Bonds and any Debt Service R eserve Funds established with respect to such Bonds.

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ARTICLE III

REDEMPTION OF BONDS
Bonds may be made subject to redemption either in whole or in part and at such times, prices and in such order and under such terms as may be provided by the Supplemental Indenture providing for the issuance of such Bonds. The Board may provide for the redemption of Bonds from any funds available to the Board and not obligated for other purposes.

In connection with the partial early redemption of any Term Bonds of a Series, the Board may, in any Supplemental Indenture , provide that the principal amount of Bonds of such Series being redeemed shall be allocated against its scheduled sinking fund redemption and modify its scheduled sinking fund installments payable thereafter as to the Outstanding Term Bonds of such Series in any manner the Board may determine. The Board may provide in any Supplemental Indenture that, prior to notice of redemption for any Bonds of a Series, moneys in the Debt Service Fund and any Debt Service Reserve Fund in excess of amounts required to be on deposit therein relating to such Series of Bonds may be applied at the direction of the Board to the purchase of Bonds of such Series and, if any such purchased Bonds are Term Bonds, the Board may allocate the principal amount of Bonds of such Series being redeemed against its scheduled sinking fund redemption for such Bonds and may modify its scheduled sinking fund installments thereafter payable with respect to Bonds of such Series in any manner the Board may determine

ARTICLE IV

REVENUES; FLOW OF FUNDS
Section 4.01. Bonds Secured by a Pledge and Lien on Net Revenues . The Bonds authorized and issued under the provisions of this Master Indenture shall be secured as provided in the Granting Clause of this Master Indenture. The Board hereby represents and states that it has not created any charge or lien on or any security interest in the Net Revenues or any of the other security which is pledged pursuant to the Granting Clause of this Master Indenture and the Board covenants that, until all the Bonds authorized and issued under the provisions of this Master Indenture and the interest thereon shall have been paid or are deemed to have been paid, it will not, except as otherwise specifically provided in this Master Indenture, grant any prior or parity pledge of or any security interest in the Net Revenues or any of the other security which is pledged pursuant to the Granting Clause of this Master Indenture, or create or permit to be created any charge or lien thereon or any security interest therein ranking prior to or on a parity with the charge or lien of the Bonds from time to time Outstanding under this Master Indenture. The Board may, as provided in and as limited by Section 5.06 hereof, grant a lien on or security interest in the Net Revenues and any of the other security which is pledged pursuant to the Granting Clause of this Master Indenture ranking junior and subordinate to the charge or lien of the Bonds.

Section 4.02. Receipt, Deposit and Use of Gross Revenues—Gas Revenue Fund. (a) The Board hereby covenants and agrees to continue to maintain or cause to be maintained the Gas Revenue Fund. The Board hereby further covenants and agrees that

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all Gross Revenues, when and as received, will be deposited or caused to be deposited by the Board in the Gas Revenue Fund.
(b) As long as there are any Outstanding Bonds, all Gross Revenues shall be deposited in the Gas Revenue Fund and shall be set aside for the payment of the following amounts or deposited or transferred to the following funds and accounts in the order listed:
(i) Payment of Operation and Maintenance Costs . The Board shall apply Gross Revenues on deposit in the Gas Revenue Fund to the payment of the Operation and Maintenance Costs when due and payable.
(ii) Debt Service Funds ; Other Amounts Due on Bonds . A sufficient amount of Gross Revenues shall be transferred or caused to be transferred by the Board, without priority and on an equal basis, except as to timing of payment, to (A) the Trustee for deposit in the respective Debt Service Funds in the amounts, at the times and in the manner provided in Section 4.03 hereof to provide for the payment of the principal of and interest to become due on the Outstanding Bonds , and (B) such other parties for the payment of amounts, other than principal and interest, due on the Outstanding Bonds.
(iii) Debt Service Reserve Funds . A sufficient amount of Gross Revenues shall be transferred or caused to be transferred by the Board, without priority and on an equal basis, except as to timing of payment, to the Debt Service Reserve Funds, if any, at the times and in such amounts as s pecified in a Supplemental Indenture and to be used in the manner provided in Section 4.04 hereof.
(iv) Subordinate Obligation Debt Service Fund. A sufficient amount of Gross Revenues shall be transferred or caused to be transferred by the Board, at such times, to pay the debt service and such other amounts on any indebtedness that is payable from Net Revenues on a basis subordinate to the Bonds (including Subordinate Obligations), but only to the extent (except as otherwise provided herein) a specific pledge of Net Revenues has been made in writing to the payment of debt service on such indebtedness.
(v) Subordinate Obligation Debt Service Reserve Funds . A sufficient amount of Gross Revenues shall be transferred or caused to be transferred by the Board, at such times, to fund a deficiency in any debt service reserve fund established for the benefit of indebtedness that is payable from Net Revenues on a basis subordinate to the Bonds (including Subordinate Obligations), but only to the extent (except as otherwise provided herein) a specific pledge of Net Revenues has been made in writing to the fund of such debt service reserve fund. (c) All moneys and investments on deposit in the Gas Revenue Fund and not on deposit in any of the funds or subaccounts or used for any of the purposes provided for in subsection (b) of this Section, shall be used by the Board for any lawful purpose , including making any deposits to the Rate Stabilization Fund.

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Section 4.03. Creation and Funding of Debt Service Funds . The Board shall, at the time of issuance of each Series of Bonds, cause to be created a Debt Service Fund for such Series, which Debt Service Fund shall be held and maintained by the Trustee or any agent of the Trustee, and amounts to be used to pay principal of and interest on such Series, as received by the Trustee or its agent, shall be deposited therein and used for such purpose. Accounts and subaccounts shall be created in the various Debt Service Funds and shall be held by the Trustee or such agents as shall be provided by Supplemental Indenture.

The moneys in the Debt Service Fund shall be held in trust and applied as provided in the Supplemental Indenture with regard to each such fund, and pending such application such amounts shall be subject to a lien on and security interest in favor of the Holders of the Bonds issued and Outstanding under this Master Indenture.

The Trustee shall, at least fifteen (15) Business Days (or such other period of time as may be provided in a Supplemental Indenture) prior to each Payment Date on any Bond, give the Board notice by telephone, promptly confirmed in writing (or otherwise provide the Board access (electronically or otherwise) to such information), of the amount, after taking into account Capitalized Interest, if any, on deposit in the Debt Service Fund, and the additional amounts, if any, required to be deposited with the Trustee in the Debt Service Fund in order to make each payment of debt service coming due on such Payment Date. With respect to any Series of Bonds, the Supplemental Indenture under which such Bonds are issued may provide for different times and methods of notifying the Board of payment dates and amounts to accommodate the specific provisions of such Series and, in such event, the terms of such Supplemental Indenture shall control.

At least five (5) Business Days (or such other period of time as may be provided in a Supplemental Indenture) prior to each Payment Date, the Board shall cause the City Treasurer to withdraw from the Gas Revenue Fund and to pay to the Trustee the full amount required to make the interest and/or principal payments due on such Payment Date.

On any day on which the Trustee receives funds from the Board or the City Treasurer to be used to pay principal of or interest on Bonds, the Trustee shall, if the amount received is fully sufficient to pay all amounts of principal and interest then due or becoming due on the next Payment Date, deposit such amounts into the respective Debt Service Funds for the Series of Bonds for which such payments were made and any excess shall be applied to pay all amounts of principal and interest becoming due on any subsequent Payment Dates. If, on any Payment Date, the Trustee does not have sufficient amounts in the Debt Service Funds (without regard to any amounts which may be available from Debt Service Reserve Funds) to pay in full all amounts of principal and/or interest due on such date, the Trustee shall allocate the total amount which is available to make payment on such day (without regard to any amounts in the various Debt Service Reserve Funds) as follows: first to the payment of interest then due on the Bonds and, if the amount available shall not be sufficient to pay in full all interest on the Bonds then due, then pro rata among the Series according to the amount of interest then due, and second to the payment of principal then due on the Bonds and, if the amount available shall not be sufficient to pay in full all principal on the Bonds then due, then pro rata among the Series according to the Principal Amount then due on the Bonds.

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Notwithstanding the foregoing, the Board may, in the Supplemental Indenture authorizing such Series of Bonds, provide for different provisions and timing of deposits with the Trustee and different methods of paying principal of or interest on such Bonds depending upon the terms of such Bonds and may provide for payment through a Credit Facility with reimbursement to the Credit Provider from the respective Debt Service Fund created for the Series of Bonds for which such Credit Facility is provided.

If the Net Revenues are at any time insufficient to make the deposits required to make payments on the Bonds, the Board or the City may, at its election, pay to the Trustee funds from any available sources with the direction that such funds be deposited into the Debt Service Funds or into a specified account or accounts or subaccount or subaccounts therein.

Section 4.04. Creation of Debt Service Reserve Funds. The Board may, at the time of issuance of any Series of Bonds or at any time thereafter, provide by Supplemental Indenture for the creation of a Debt Service Reserve Fund as security for such Series, and in its discretion reserving the right to allow a future Series of Bonds to participate in such Debt Service Reserve Fund. The Board shall, by such Supplemental Indenture , provide for the size and manner of funding and replenishing of such Debt Service Reserve Fund and shall establish such other terms with respect to such Debt Service Reserve Fund as the Board may deem to be appropriate, including providing a Credit Facility in lieu thereof. In addition, the Board may, by Supplemental Indenture, create additional funds and accounts for such purposes as the Board deems appropriate, including separate funds available only for specified Bonds or Series of Bonds.

If a Debt Service Reserve Fund or Debt Service Reserve Funds (or a Credit Facility provided in lieu thereof) have been used to make payments on Bonds secured thereby, then the Board shall replenish such Debt Service Reserve Fund or Debt Service Reserve Funds or reimburse the Credit Provider of the Credit Facility from Net Revenues provided that (a) no amount from Net Revenues may be used for such purpose until all payments of principal of and interest on all Bonds which have become due and payable shall have been paid in full, (b) the required payments to replenish any such Debt Service Reserve Fund or Debt Service Reserve Funds or reimburse the Credit Provider of the Credit Facility shall be due in no more than twelve (12) substantially equal monthly installments commencing in the month following any such withdrawal and (c) if the aggregate amount of payments due on any date to replenish the Debt Service Reserve Fund or Debt Service Reserve Funds or reimburse the Credit Provider of the Credit Facility exceeds the amount available for such purpose, the payments made to the Trustee for such purpose shall be allocated among the various Debt Service Reserve Funds and the Credit Provider pro rata on the basis of the Outstanding Principal Amount of Bonds secured thereby.

Section 4.05. Authorization for Creation of Construction Fund . Proceeds of each Series of Bonds which are to be used to pay Costs of a Project shall be deposited into a fund created for such Series of Bonds which shall be designated “City of Long Beach, California Senior Gas Revenue [Obligations/Bonds/Commercial Paper Notes] Construction Fund Series [____]” (each, respectively, a “Construction Fund”) which may be held either by the City or the Trustee or part by the City and part by the Trustee, all as provided by this Master Indenture , a Supplemental Indenture or Supplemental Indentures. All moneys in each Construction Fund shall be held and disbursed as provided in the Supplemental Indenture or Supplemental Indentures under which such fund or funds were created. Notwithstanding this provision, no Construction Fund shall be

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required for a given Series of Bonds if all of the proceeds thereof (except those deposited into any Debt Service Reserve Fund or a Debt Service Fund) are spent at the time of issuance of such Series or are used to refund Bonds or otherwise the Board determines that there is no need to create a Construction Fund for such Series.

Section 4.06. Creation, Funding Maintenance of Rate Stabilization Fund. The re is hereby established the “City of Long Beach, California Gas Rate Stabilization Fund” (the “Rate Stabilization Fund”), which fund the Board hereby agrees to have the City hold and maintain as directed by the Board as long as any Bonds are Outstanding. The Board may at any time deposit in the Rate Stabilization Fund any available moneys remaining after the uses and deposits set forth in Section 4.02(b) hereof have been satisfied. On the Effective Date no deposit will be made to the Rate Stabilization Fund. The Board may at any time withdraw from the Rate Stabilization Fund any money therein for deposit to the Gas Revenue Fund and the Board shall withdraw from the Rate Stabilization Fund any money therein for deposit to the Gas Revenue Fund in the event there are insufficient amounts in the Gas Revenue Fund to pay Operation and Maintenance Costs or to make the deposits and transfers required by Section 4.02(b) hereof; provided, that any such deposits or withdrawals may be made up to and including the date that is one hundred eighty (180) days after the end of the Fiscal Year or twelve (12) calendar month period for which such deposit or withdrawal will be taken into a ccount in determining Gross Revenues; and provided further, that no deposit of Gross Revenues shall be made into the Rate Stabilization Fund to the extent that such deposit would prevent the Board from complying with Sections 5.04(a) and (b) hereof .

Interest earnings on amounts in the Rate Stabilization Fund will be transferred to the Gas Revenue Fund immediately upon receipt.

Section 4.07. Moneys Held in Trust for Matured Bonds; Unclaimed Moneys . All moneys which shall have been withdrawn from a Debt Service Fund and set aside or deposited with a Paying Agent for the purpose of paying any of the Bonds, either at the maturity thereof or upon call for redemption, or which are set aside by the Trustee for such purposes and for which Bonds the maturity date or redemption date shall have occurred, shall be held in trust for the respective Holders of such Bonds. But any moneys which shall be so set aside or deposited and which shall remain unclaimed by the Holders of such Bonds for a period of one (1) year after the date on which such Bonds shall have become due and payable (or such longer period as shall be required by state law) shall be paid to the Board, and thereafter the Holders of such Bonds sha ll look only to the Board for payment and the Board shall be obligated to make such payment, but only to the extent of the amounts so received without any interest thereon, and neither the Trustee nor any Paying Agent shall have any responsibility with respect to any of such moneys. The Board hereby recognizes that while any Bonds are Outstanding in book-entry only form there should be no unclaimed moneys.

Section 4.08. Additional Funds, Accounts and Subaccounts. In addition to the funds, accounts and subaccounts described in this Article, the Board may, by Supplemental Indenture , create additional funds, accounts and subaccounts for such purposes as the Board deems appropriate, including separate funds available only for specified Bonds or Series of Bonds.

Section 4.09. Additional Security. The pledge of Net Revenues and the other security provided in the Granting Clause hereof, secure all Bonds issued under the terms of this Master Indenture on an equal and ratable basis, except as to the timing of such payments. The Board may,

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however, in its discretion, provide additional security or credit enhancement for specified Bonds or Series of Bonds with no obligation to provide such additional security or credit enhancement to other Bonds.

ARTICLE V

COVENANTS OF THE BOARD
Section 5.01. Payment of Bonds. The Board, on its own behalf and on behalf of the City, covenants and agrees that it will duly and punctually pay or cause to be paid from the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture and to the extent thereof the principal of, premium, if any, and interest and other amounts due on every Bond at the place and on the dates and in the manner set forth herein, and in the Supplemental Indentures and in the Bonds specified, according to the true intent and meaning thereof, and that it will faithfully do and perform all covenants and agreements herein and in the Bonds contained, provided that the Board’s obligation to make payments of the principal of, premium, if any, and interest and other amounts due on the Bonds shall be limited to payment from the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture, and any other source which the Board may specifically provide for such purpose and no Holder shall have any right to enforce payment from any other funds of the Board or the City.

Section 5.02. Performance of Covenants by Board; Authority; Due Execution . The Board, on its own behalf and on behalf of the City, covenants that it will faithfully perform at all times any and all covenants and agreements contained in the Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining hereto.

The Board, on its own behalf and on behalf of the City, covenants that it is duly authorized under the Constitution and laws of the State and the Act to issue the Bonds and pledge and grant a security interest in the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture or in which a security interest is granted and that the Board, on its own behalf and on behalf of the City, has not previously pledged such Net Revenues or the other security set forth in the Granting Clause of this Master Indenture.

Section 5.03. Senior Lien Obligations Prohibited. The Board hereby covenants and agrees that so long as any Bonds are Outstanding under this Master Indenture, it will not issue any additional bonds or other obligations with a lien on or security interest granted in Net Revenues or the other security set forth in the Granting Clause of this Master Indenture which is senior to the Bonds.

Section 5.04. Rate Covenant. The Board covenants to fulfill the following requirements:
(a) The Board shall, while any of the Bonds remain Outstanding (but subject to all existing contracts and legal obligations of the Board as of the Effective Date setting forth restrictions relating thereto), establish, fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Enterprise, so that Gross Revenues in each Fiscal Year will be at least equal to the following amounts:
(i) the Operation and Maintenance Costs for such Fiscal Year;

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(ii) the Annual Debt Service on any Outstanding Bonds require d to be funded by the Board in such Fiscal Year as required by this Master Indenture or any Supplemental Indenture with respect to the Outstanding Bonds; (iii) the required deposits to any Debt Service Reserve Fund which may be established by a Supplemental Indenture;
(iv) the reimbursement or repayment of other amounts owed to any Credit Provider or Liquidity Provider as required by a Supplemental Indenture; (v) the interest on and principal of any indebtedness required to be funded during such Fiscal Year other than for Outstanding Bonds, but including Subordinate Obligations; and
(vi) payments of any reserve requirement for debt service for any indebtedness other than Outstanding Bonds, but including Subordinate Obligations. (b) In addition, the Board covenants, with the approval of the City Council with respect to rates, to fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Enterprise during each Fiscal Year which are sufficient to yield Net Revenues which are at least equal to 125% of the amount described in paragraph (a)(ii) above for such Fiscal Year.
(c) The Board covenants that if Gross Revenues in any Fiscal Year are less than the amounts specified in paragraphs (a) or (b) of this Section, the Board will retain and direct a Consultant to make recommendations as to the revision of the operations of the Enterprise and its schedule of rates, fees and charges for the services and facilities furnished by the Enterprise, and after receiving such recommendations or giving reasonable opportunity for such recommendations to be made, the Board shall take all lawful measures to revise the schedule of rates, fees and charges as may be necessary to produce Gross Revenues in the amounts specified in paragraph s (a) and (b) of this Section in the next succeeding Fiscal Year.
(d) In the event that Net Revenues for any Fiscal Year are less than the amounts specified in paragraph ( b) of this Section, but the Board promptly has taken prior to or during the next succeeding Fiscal Year all lawful measures to revise the schedule of rates, fees and charges as required by paragraph (c) of this Section, such deficiency in Net Revenues shall not constitute an Event of Default under the provisions of Section 8.01(d) hereof. Nevertheless, if after taking the measures required by paragraph (c) of this Section to revise the schedule of rates, fees and charges, Net Revenues in the next succeeding Fiscal Year (as evidenced by the audited financial statements of the Enterprise and the Gas Revenue Fund for such Fiscal Year) are less than the amounts specified in paragraph (b) of this Section, such deficiency in Net Revenues shall constitute an Event of Default under the provisions of Section 8.01(d) hereof.

Section 5.05. No Inconsistent Contract Provisions . The Board covenants that no contract or contracts will be entered into or any action taken by the Board or the City which shall be inconsistent with the provisions of the Indenture. The Board covenants that it will not take any

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action which, in the Board’s judgment at the time of such action, will substantially impair or materially adversely affect the pledge of Net Revenues and the other security set forth in the Granting Clause of this Master Indenture, or will substantially impair or materially adversely affect in any manner the pledge of, lien on or security interest granted in the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture herein or the rights of the Holders of the Bonds. The Board shall be unconditionally and irrevocably obligated, so long as any of the Bonds are Outstanding and unpaid, to take all lawful action necessary or required to pay from the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture the principal of and interest and other amounts due on the Bonds and to make the other payments provided for herein.

Section 5.06. Subordinate Obligations . The Board may, from time to time, incur indebtedness which is subordinate to the Bonds and which indebtedness is, in this Master Indenture, referred to as Subordinate Obligations. Such indebtedness shall be incurred at such times and upon such terms as the Board shall determine; provided that:
(a) any resolution or indenture of the Board authorizing the issuance of any such Subordinate Obligations shall specifically state that such lien on or security interest granted in the Net Revenues and the other security set forth in the Granting Clause of this Master Indenture is subordinate to the lien on and security interest in such Net Revenues and other security set forth in the Granting Clause of this Master Indenture and other assets granted to secure the Bonds;
(b) payment of principal of and interest and other amounts due on such Subordinate Obligations shall be permitted; provided that all deposits and payments required to be made pursuant to Sections 4.02(b)(i) through (iii) hereof have been made or satisfied; and
(c) such Subordinate Obligations, if a default in payment, may not be accelerated if any Bonds are outstanding.

Section 5.07. Operation and Maintenance of Enterprise . Subject to the provisions of Section 5.12 hereof, the Board covenants that the Enterprise shall at all times be operated and maintained in good working order and condition and that all lawful orders of any governmental agency or authority having jurisdiction in the premises shall be complied with (provided the Board shall not be required to comply with any such orders so long as the validity or application thereof shall be contested in good faith), and that all licenses and permits necessary to construct or operate any part of the Enterprise shall be obt ained and maintained and that all necessary repairs, improvements and replacements of the Enterprise shall be made, subject to sound business judgment. Subject to the provisions of Section 5.12 hereof, the Board shall, from time to time, duly pay and discharge, or cause to be paid and discharged, except to the extent the imposition or payment thereof is being contested in good faith by the B oard, all taxes (if any), assessments or other governmental charges lawfully imposed upon the Enterprise or upon any part thereof, or upon the Gross Revenues or Net Revenues, when the same shall become due, as well as any lawful claim for labor, materials or supplies or other charges which, if unpaid, might by law become a lien or charge upon the Gross Revenues or Net Revenues or the Enterprise or any part thereof constituting part of the Enterprise.

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Section 5.08. Maintenance of Powers. The Board covenants that it will at all times use its best efforts to maintain the powers, functions, duties and obligations now reposed in it pursuant to the Act and all other laws and that it will not at any time voluntarily do, suffer or permit any act or thing the effect of which would be to delay either the payment of the indebtedness evidenced by any of the Bonds or the performance or observance of any of the covenants herein contained.

Section 5.09. Covenants of Board Binding on Board and Successors . All covenants, stipulations, obligations and agreements of the Board contained in th e Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the Board to the full extent authorized or permitted by law. If the powers or duties of the Board shall hereafter be transferred by amendment of the Act or a new Act or any provision of the Constitution or any other law of the State or in any other manner there shall be a successor to the Board, and if such transfer shall relate to any matter or thing permitted or required to be done under the Indenture by the Board, then the entity that shall succeed to such powers or duties of the Board shall act and be obligated in the place and stead of the Board as in th e Indenture provided, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreement shall be transferred by or in accordance with law.

Except as otherwise provided in the Indenture, all rights, powers and privileges conferred and duties and liabilities imposed upon the Board by the provision of the Indenture shall be exercised or performed by the Board or by such officers, board, body or commission as may be permitted by law to exercise such powers or to perform such duties.

Section 5.10. Insurance; Application of Insurance Proceeds. (a) Subject, in each case, to the condition that insurance is obtainable at reasonable rates and upon reasonable terms and conditions:
(i) the Board shall procure and maintain or cause to be procured and maintained commercial insurance or provide Qualified Self Insurance with respect to the facilities constituting the Enterprise and public liability insurance in the form of commercial insurance or Qualified Self Insurance and, in each case, in such amounts and against such risks as are customarily maintained by gas systems similarly situated and operating like properties; and
(ii) the Board shall place on file with the Trustee, annually within 120 days after the close of each Fiscal Year a certificate of an Authorized Board Representative containing a summary of all insurance policies and self insured programs then in effect with respect to the Enterprise and the operations of the Board. The Trustee may conclusively rely upon such certificate and shall not be responsible for the sufficiency or adequacy of any insurance required herein or obtained by the Board.
“Qualified Self Insurance” shall mean insurance maintained through a program of self insurance or insurance maintained with a fund, company or association in which the

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Board may have a material interest and of which the Board may have control, either singly or with others. Each plan of Qualified Self Insurance shall be established in accordance with law, shall provide that reserves be established or insurance acquired in amounts adequate to provide coverage which the Board determines to be reasonable to protect against risks assumed under the Qualified Self Insurance plan, including any potential retained liability in the event of the termination of such plan of Qualifie d Self Insurance, and such self insurance program shall be reviewed at least once every 12 months by a Consultant who shall deliver to the Board a report on the adequacy of the reserves established thereunder. If the Consultant determines that such reserv es are inadequate, they shall make a recommendation as to the amount of reserves that should be established and maintained, and the Board shall comply with such recommendation unless it can establish to the satisfaction of and receive a certification from a Consultant that a lower amount is reasonable to provide adequate protection to the Board. (b) If, as a result of any event, any part of the Enterprise is destroyed or severely damaged, the Board shall create within the Gas Revenue Fund a special account and shall credit the Net Proceeds received as a result of such event of damage or destruction to such account and such Net Proceeds shall, within a reasonable period of time taking into account any terms under which insurance proceeds are paid and any insurance restrictions upon the use or timing of the use of insurance proceeds, be used to: (i) repair or replace the Enterprise, or portion thereof, which was damaged or destroyed, (ii) provide additional revenue producing gas facilities, (iii) redeem Bonds, or (iv) create an escrow fund pledged to pay specified Bonds and thereby cause such Bonds to be deemed to be paid as provided in Article VII hereof; provided, however, that the Board shall first deliver to the Trustee a certificate of a Consultant showing that, after taking into account the use of the Net Proceeds for the redemption of such specified Bonds, the rate covenant set forth in Section

5.04(a) and (b) hereof would, nevertheless, be met.

Section 5.11. Accounts. The Board covenants that it will keep and provide accurate books and records of account showing all Gross Revenues received and all expenditures of the Board and that it will keep or cause to be kept accurate books and records of account showing all moneys, Gross Revenues, accounts and funds (including the Gas Revenue Fund and all funds and accounts provided for in the Indenture) which are or shall be in the control or custody of the Board; and that all such books and records pertaining to the Enterprise shall be open upon reasonable notice during business hours to the Trustee and to the Owners of not less than 10% of the Principal Amount of Bonds then Outstanding, or their representatives duly authorized in writing. Within 210 days after the close of each Fiscal Year, so long as any of the Bonds remain Outstanding, the Board will prepare audited financial statements including a statement of the income and expenses for such Fiscal Year and a balance sheet prepared as of the close of such Fiscal Year for the Enterprise and the Gas Revenue Fund all accompanied by a certificate or opinion in writing of an I ndependent certified public accountant of recognized standing, selected by the Board, which opinion shall include a statement that said financial statements present fairly in all material respects the financial position of the Board and are prepared in accordance with generally accepted accounting principles.

Section 5.12. Transfer of Enterprise. The Board shall not, except as permitted below transfer, sell or otherwise dispose of any portion of the Enterprise. For purposes of this

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Section 5.12, any transfer of an asset over which the Board retains substantial control in accordance with the terms of such transfer shall not, for so long as the Board has such control, be deemed a disposition of a portion of the Enterprise.

The Board may transfer, sell or otherwise dispose of portions of the Enterprise only if such transfer, sale or disposition complies with one or more of the following provisions:
(a) The property being disposed of is inadequate, obsolete or worn out; or (b) The property proposed to be disposed of and all other portions of the Enterprise disposed of during the 12-month period ending on the day of such transfer (but excluding property disposed of under (a) above), will not, in the aggregate, constitute a Significant Portion, the proceeds are deposited into the Gas Revenue Fund to be used as described below and the Board believes that such disposal will not prevent it from fulfilling its obligations under the Indenture; or
(c) Prior to the disposition of such property, there is delivered to the Trustee a certificate of a Consultant to the effect that notwithstanding such disposition, but taking into account the use of such proceeds in accordance with the expectations of the Boar d as evidenced by a certificate of an Authorized Board Representative, the Consultant estimates that the Board will be in compliance with Section 5.04(a) and (b) hereof during each of the five Fiscal Years immediately following such disposition.

Portions of the Enterprise that were financed with the proceeds of obligations the interest on which is then excluded from gross income for federal income tax purposes shall not be disposed of, except under the terms of provision (a) above, unless the Board has first received a written opinion of Bond Counsel to the effect that such disposition and the application of any disposition proceeds thereof will not cause the interest on such obligations to become includable in gross income for federal income tax purposes.

No such disposition shall be made which would cause the Board to be in default of any other covenant contained in the Indenture.

Section 5.13. Eminent Domain. If a Significant Portion of the Enterprise is taken by eminent domain proceedings or conveyance in lieu thereof, the Board shall create within the Gas Revenue Fund a special account and credit the Net Proceeds received as a result of such taking or conveyance to such account and shall within a reasonable period of time, after the receipt of such amounts, use such proceeds to (a) replace the portions of the Enterprise which were taken or conveyed, (b) provide an additional revenue producing natural gas facility, (c) redeem Bonds, or (d) create an escrow fund pledged to pay specified Bonds and thereby cause such Bonds to be deemed to be paid as provided in Article VII hereof. The Board shall notify each of the Rating Agencies that the Board has requested ratings from and who are then maintaining a rating on any of the Bonds in the event of any taking or conveyance of a Significant Portion of the Enterprise.

Section 5.14. Completion of Specified Project; Substitution of Specified Project. The Board will, upon the issuance of a Series of Bonds the proceeds of which are to be used for a Specified Project, proceed with due diligence to construct or acquire such Specified Project; provided, however, that the Board may, if the conditions set forth in this Section are met, substitute

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another Project therefor and shall proceed with due diligence to construct or acquire such substituted Project. The Board may determine not to proceed with any of the Specified Projects or may determine to substitute another Project or Projects for a Specified Project if, as a condition to discontinuing the acquisition or construction of a Specified Project or to the substitution of another Project or Projects ther efor, the Board (a) first , delivers to the Trustee a certificate of a Consultant showing that after taking into account the discontinuation of such Specified Project or the substitution of Project or Projects therefor, the rate covenant set forth in Section 5.04(a) and (b) hereof would, nevertheless, be met and (b) second, if the original Project was financed with the proceeds of obligations the interest on which is then excluded from gross income for federal income tax purposes, causes there to be delivered an opinion of Bond Counsel to the effect that the substitution of one Project for another Project will not cause interest on the Series of Bonds with respect to which the original Project was to be financed to be included in gross income of the recipients thereof for federal income tax purposes. If the Board determines not to proceed with a Specified Project and fails to deliver the Consultant’s certificate and to undertake a substitute Project or Projects, then Bond proceeds which would have been used to acquire or construct such Specified Project shall be used to redeem Bonds, or used as otherwise provided in the Supplemental Indenture pursuant to which they were issued.

Section 5.15. Obligations Secured by Other Revenues. The Board may, from time to time, incur indebtedness payable solely from certain revenues of the Enterprise which do not constitute Gross Revenues and that is not secured by the other security set forth in the Granting Clause of this Master Indenture at such times and upon such terms and conditions as the Board shall determine, provided that such indebtedness shall specifically include a provision that payment of such indebtedness is neither secured by nor payable from Gross Revenues or the other security set forth in the Granting Clause of this Master Indenture. The Board may also, from time to time, incur indebtedness payable from and secured by both Net Revenues (and the other security set forth in the Granting Clause of this Master Indenture) and certain revenues of the Enterprise which do not constitute Gross Revenues at such times and upon such terms and conditions as the Board shall determine, provided that the conditions set forth in this Master Indenture for the issuance of indebtedness payable from and secured by Net Revenues (and the other security set forth in the Granting Clause of this Master Indenture), including, without limitation, Sections 2.09 and 2.11 hereof, as applicable, are met.

Section 5.16. Instruments of Further Assurance. The Board covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental Indentures, and such further acts, instruments and transfers as the Trustee may reasonably request for the better assuring and confirming to the Trustee all and singular the rights and obligations of the Board under and pursuant to this Master Indenture and the security intended to be conferred hereby to secure the Bonds.

Section 5.17. Indenture to Constitute a Contract. This Master Indenture, including all Supplemental Indentures, is executed by the Board for the benefit of the Holders and constitutes a contract with the Trustee for the benefit of the Holders.

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ARTICLE VI

INVESTMENTS
All moneys in the Gas Revenue Fund may be invested by the Board or the City from time to time in any Authorized Investments (including Permitted Investments). All moneys held by the Trustee in any of the funds or accounts established pursuant to this Master Indenture or any Supplemental Indenture shall be invested and reinvested as directed in writing by the Board, in Permitted Investments. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. Except as otherwise provided in the Indenture, all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made; except that all interest or gain derived from the investment of amounts in any Debt Service Reserve Fund shall be deposited in the corresponding Debt Service Fund to the extent not required to maintain the reserve requirement on deposit in such Debt Service Reserve Fund. The Board shall direct such investments by w ritten certificate (upon which the Trustee may conclusively rely) of an Authorized Board Representative or by telephone instruction followed by prompt written confirmation by an Authorized Board Representative; in the absence of any such instructions, the Trustee shall, to the extent practicable, invest in the First American Government Obligations Fund.

The Trustee may sell at the best price reasonably obtainable by it, or present for prepayment, any Permitted Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss, fee, tax or other charge resulting from any such Permitted Investment, or any reinvestment or liquidation thereof.

The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account.

The Board acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Board the right to receive brokerage confirmations of security transactions as they occur, the Board specifically waives receipt of such confirmations to the extent permitted by law. The Board further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee shall furnish to the Board periodic cash transaction s tatements which include detail for all investment transactions made by the Trustee hereunder or under any Supplemental Indenture . Upon the Board’s election, such statements shall be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request.

The Trustee shall not be liable for any loss resulting from following the written directions of the Board or as a result of liquidating investments to provide funds for any required payment, transfer, withdrawal or disbursement from any fund, account or suba ccount in which such Permitted Investment is held.

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In the absence of direction from the Board , the Trustee may buy or sell any Permitted Investment through its own (or any of its affiliates) investment department in compliance with federal tax law pertaining to arbitrage.

ARTICLE VII

DEFEASANCE
Bonds or portions thereof (such portions to be in integral multiples of the authorized denomination) which have been paid in full or which are deemed to have been paid in full shall no longer be secured by or entitled to the benefits of this Master Indenture except for the purposes of payment from moneys or Federal Securities held by the Trustee or a Paying Agent for such purpose. When all Bonds which have been issued under this Master Indenture have been paid in full or are deemed to have been paid in full, and all other sums payable hereunder by the Board, including all necessary and proper fees, compensation and expenses of the Trustee, the Registrar and the Paying Agent, have been paid or are duly provided for, then the right, title and interest of the Trustee in and to the pledge of Net Revenues, the other security set forth in the Granting Clause of this Master Indenture and the other assets pledged to secure the Bonds hereunder shall thereupon cease, terminate and become void, and thereupon the Trustee shall cancel, discharge and release this Master Indenture, shall execute, acknowledge and deliver to the Board such instruments as shall be requisite to evidence such cancellation, discharge and release and shall assign and deliver to the Board any property and revenues at the time subject to this Master Indenture which may then be in the Trustee’s possession, except funds or securities in which such funds are invested and are held by the Trustee or the Paying Agent for the payment of the principal of, premium, if any, and interest on the Bonds.

A Bond shall be deemed to be paid within the meaning of this Article and for all purposes of the Indenture when payment of the principal, interest and premium or other amounts, if any, either (a) shall have been made or caused to be made in accordance with the terms of the Bond and the Indenture or (b) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment and/or (ii) noncallable Federal Securities, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Master Indenture and any Supplemental Indenture ) to apply such money to the payment of the principal, interest and premium or other amounts, if any, with respect to such Bond; and provided, further, that the Board and the Trustee shall have received in form and substance satisfactory to each (A) a report of an Independent nationally recognized accounting firm verifying the sufficiency of the escrow established to pay the principal, interest and premium or other amounts, if any, with respect to such Bond in full on the maturity or redemption date; (B) an escrow deposit agreement, and (C) an opinion of Bond Counsel to the effect that such Bond is no longer “Outstanding” under the Indenture. At such times as Bonds shall be deemed to be paid hereunder, such Bonds shall no longer be secured by or entitled to the benefits of this Master Indenture, except for the purposes of payment from such moneys or Federal Securities.

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has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Article. No notice of redemption shall be required at the time of such defeasance or prior to such date as may be required by the Supplemental Indenture under which such Bonds were issued. The Board may at any time, prior to issuing such notice of redemption as may be required by the Supplemental Indenture under which such Bonds were issued, modify or otherwise change the scheduled date for the redemption or payment of any Bond deemed to be paid under the terms of the foregoing paragraph in accordance with the terms of the Bonds or th e Indenture subject to (i) receipt of an approving opinion of Bond Counsel that such action will not adversely affect the tax-exemption of any Bond or Bonds then Outstanding and (ii) receipt of an approving opinion of a nationally recognized accounting firm that there are sufficient moneys and/or Federal Securities to provide for the payment of such Bonds. Notwithstanding anything in this Article to the contrary, moneys from the trust or escrow established for the defeasance of Bonds may be withdrawn and delivered to the Board so long as the requirements of clauses (i) and (ii) above are met prior to or concurrently with any such withdrawal.

In connection with the redemption or defeasance, or partial redemption or defeasance of Bonds, the Board may permit, or cause to be assigned to Bonds of a single maturity, multiple CUSIP numbers.

ARTICLE VIII

DEFAULTS AND REMEDIES
Section 8.01. Events of Default. Each of the following events shall constitute and is referred to in this Master Indenture as an “Event of Default”:
(a) a failure to pay the principal of or premium, if any, on any of the Bonds when the same shall become due and payable at maturity or upon redemption; (b) a failure to pay any installment of interest on any of the Bonds when such interest shall become due and payable;
(c) except as otherwise provided in a Supplemental Indenture , a failure to pay the purchase price of any Bond when such purchase price shall be due and payable upon an optional or mandatory tender date as provided in a Supplemental Indenture; (d) a failure by the Board to observe and perform any covenant, condition, agreement or provision (other than as specified in clauses (a), (b) and (c) of this Section) that are to be observed or performed by the Board and which are contained in this Master Indenture or a Supplemental Indenture, which failure, except for a violation under Section

5.04(b) hereof which shall be controlled by the provisions set forth therein, shall continue for a period of sixty ( 60) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Board by the Trustee, which notice may be given at the discretion of the Trustee and shall be given at the written request of Holders of 25% or more of the Principal Amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and the Holders of Bonds in a Principal Amount not less than the Principal Amount of Bonds the Holders of which requested such notice, shall agree in writing to an

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extension of such period prior to its expiration; provided, however, that the Trustee or the Trustee and the Holders of such principal amount of Bonds shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Board within such period and is being diligently pursued until such failure is corrected; (e) the filing by the City of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the City, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, including the Enterprise; or
(f) the occurrence of any other Event of Default as is provided in a Supplemental Indenture.

If, on any date on which payment of principal of or interest on the Bonds is due and sufficient moneys are not on deposit with the Trustee or Paying Agent to make such payment, the Trustee shall give telephone notice of such insufficiency to the Board.

Section 8.02. Remedies.
(a) Upon the occurrence and continuance of any Event of Default, the Trustee in its discretion may, and upon the written direction of the Holders of 25% or more of the Principal Amount of the Bonds then Outstanding and receipt by the Trustee of indemnity to its satisfaction, shall, in its own name and as the Trustee of an express trust:
(i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders, and require the Board to carry out any agreements with or for the benefit of the Holders and to perform its or their duties under the Act or any other law to which it is subject and this Master Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of this Master Indenture;
(ii) bring suit upon the Bonds;
(iii) commence an action or suit in equity to require the Board to account as if it were the trustee of an express trust for the Holders; or (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders.
(b) The Trustee shall be under no obligation to take any action with respect to any Event of Default unless the Trustee has actual knowledge of the occurrence of such Event of Default.

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(c) In no event, upon the occurrence and continuation of an Event of Default described in Section 8.01 hereof, shall the Trustee, the Holders, a Credit Provider or any other party have the right to accelerate the payment of principal of and interest on the Bonds Outstanding.

Section 8.03. Restoration to Former Position. In the event that any proceeding taken by the Trustee to enforce any right under this Master Indenture shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then the Board, the Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

Section 8.04. Holders’ Right To Direct Proceedings. Anything in this Master Indenture to the contrary notwithstanding, Holders of not less than 51% in aggregate Principal Amount of the Bonds then Outstanding shall have the right, at any time, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under this Master Indenture to be taken in connection with the enforcement of the terms of this Master Indenture or exercising any trust or power conferred on the Trustee by this Master Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of the law and this Master Indenture and that there shall have been provided to the Trustee security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred as a result thereof by the Trustee.

Section 8.05. Limitation on Right To Institute Proceedings. No Holder shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust or power hereunder, or any other remedy hereunder or on such Bonds, unless such Holder or Holders previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided and unless also Holders of 25% or more of the Principal Amount of the Bonds then Outstanding shall have made written request of the Trustee to do so, after the right to institute such suit, action or proceeding under Section 8.02 hereof shall have accrued, and shall have afforded the Trustee a reasonable opportunity to proceed to institute the same in either its or their name, and unless there also shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the institution of such suit, action or proceeding; it being understood and intended that no one or more of the Holders shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the security of this Master Indenture, or to enforce any right hereunder or under the Bonds, except in the manner herein provided, and that all suits, actions and proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Holders.

Section 8.06. No Impairment of Right To Enforce Payment. Notwithstanding any other provision in this Master Indenture to the contrary, the right of any Holder to receive payment of the principal of and interest and other amounts due on such Bond or the purchase price thereof, on or after the respective due dates expressed therein and to the extent of the pledge of Net Revenues and other security provided for the Bonds, or to institute suit for the enforcement of any such

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payment on or after such respective date, shall not be impaired or affected without the consent of such Holder.

Section 8.07. Proceedings by Trustee Without Possession of Bonds. All rights of action under this Master Indenture or under any of the Bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proc eeding instituted by the Trustee shall be brought in its name for the equal and ratable benefit of the Holders, subject to the provisions of this Master Indenture.

Section 8.08. No Remedy Exclusive . No remedy herein conferred upon or reserved to the Trustee or to Holders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute; provided, however, that any conditions set forth herein to the taking of any remedy to enforce the provisions of this Master Indenture or the Bonds shall also be conditions to seeking any remedies under any of the foregoing pursuant to this Section.

Section 8.09. No Waiver of Remedies . No delay or omission of the Trustee or of any Holder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article to the Trustee and to the Holders, respectively, may be exercised from time to time and as often as may be deemed expedient.

Section 8.10. Application of Moneys . If an Event of Default shall occur and be continuing, all amounts then held or any moneys received by the Trustee, by any receiver or by any Holder pursuant to any right given or action taken under the provisions of this Article (which shall not include moneys provided through a Credit Facility, which moneys shall be restricted to the specific use for which such moneys were provided), after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses , liabilities and advances incurred or made by the Trustee (including attorneys’ fees and disbursements) and of the expenses and fees incurred by a Credit Provider in connection with any proceedings associated with such Event of Default, shall be applied as follows: (a) first , to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum as provided in any Supplemental Indenture , as the case may be, in the order of maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment, (b) second , to the payment to the persons entitled thereto of the unpaid principal amount of any of the Bonds which shall have become due with interest on such Bonds at such rate as provided in a Supplemental Indenture from the respective dates upon which they became due and, if the amount available shall not be sufficient to pay in full Bonds on any particular date determined to be the payment date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege, and (c) third , to the payment to the persons entitled thereto of other unpaid amounts (other than principal and interest) due on the Bonds in the order of maturity of the installments of

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such amounts and, if the amount available shall not be sufficient to pay in full such amounts due , then to the payment ratably, according to the amounts due on such Bonds.

Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal and interest to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Holders and shall not be required to make payment to any Holder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Section 8.11. Severability of Remedies. It is the purpose and intention of this Article to provide rights and remedies to the Trustee and the Holders, which may be lawfully granted under the provisions of the Act and other applicable law, but should any right or remedy herein granted be held to be unlawful, the Trustee and the Holders shall be entitled, as above set forth, to every other right and remedy provided in this Master Indenture or by applicable law.

Section 8.12. Additional Events of Default and Remedies . So long as any particular Series of Bonds is Outstanding, the events of default and remedies as set forth in this Article may be supplemented with additional events of default and remedies as set forth in a Supplemental Indenture under which such Series of Bonds is issued.

ARTICLE IX

TRUSTEE, PAYING AGENT AND CO-PAYING
AGENTS; REGISTRAR
Section 9.01. Acceptance of Trusts. The Trustee hereby accepts and agrees to execute the trusts specifically imposed upon it by the Indenture , but only upon the additional terms set forth in this Article, to all of which the Board agrees and the respective Holders agree by their acceptance of delivery of any of the Bonds.

Section 9.02. Duties of Trustee.
(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(b) The Trustee shall perform the duties set forth in the Indenture and no implied duties or obligations shall be read into the Indenture against the Trustee. (c) Except during the continuance of an Event of Default, in the absence of any negligence on its part or any knowledge to the contrary, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon

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certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture. However, the Trustee shall examine the certificates and opinions to determine whether they conform to the requirements of the Indenture. (d) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless the Trustee was negligent in ascertaining the pertinent facts; and
(ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Holders or the Board in the manner provided in the Indenture. (e) The Trustee shall not, by any provision of the Indenture , be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such ris k or liability is not assured to its satisfaction. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders of the Bonds, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (f) Every provision of the Indenture that in any way relates to the Trustee is subject to the provisions of this Section.

Section 9.03. Rights of Trustee . Subject to Section 9.02 hereof, the Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, direction, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper commission or person or to have been prepared and furnished pursuant to any of the provisions of the Indenture, and the Trustee shall be under no duty to make investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements.

The Trustee may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith in accordance therewith.

Whenever in the administration of the trusts or duties imposed upon it by the Indenture the Trustee shall deem it necessary that a matter be proved or established prior to taking or not taking any action hereunder, such matter may be deemed to be conclusively proved and established by a certificate of the Board, and such certificate shall be full warrant to the Trustee for any action taken or not taken by it in good faith under the provisions of the Indenture in reliance on such certificate.

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The Trustee makes no representation as to the sufficiency or validity of the Indenture or of any Bonds, or in respect of the security afforded by the Indenture.

The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it under the Indenture, except for its own negligence or willful misconduct. The permissive right of the Trustee to do things enumerated in the Indenture shall not be construed as a duty.

In the performance of its duties hereunder, the Trustee may employ attorneys, agents and receivers and shall not be liable for any actions of such attorneys, agents and receivers to the extent selected by it with reasonable care.

The Trustee shall have no responsibility with respect to any information, statement or recital whatsoever in any official statement, offering memorandum or other disclosure material prepared or distributed with respect to the Bonds.

The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of enforced delay or unavoidable delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Force Majeure Events.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any Holder pursuant to the provisions of the Indenture unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers.

The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to the Indenture or of financing statements (or continuation statements in connection therewith) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it.

The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e -mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Board elects to give the Trustee e -mail or facsimile instructions (or ins tructions by a similar electronic method) and the Trustee in its

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discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Board agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 9.04. Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Bonds and may otherwise deal with the Board and the City with the same rights it would have if it were not Trustee. Any Paying Agent or other agent may do the same with like rights.

Section 9.05. Trustee’s Disclaimer. The Trustee shall not be accountable for the Board’s use of the proceeds from the Bonds paid to the Board and it shall not be responsible for any statement in the Bonds other than its certificate of authentication.

Section 9.06. Notice of Defaults. If (a) an Event of Default has occurred or (b) an event has occurred which with the giving of notice and/or the lapse of time would be an Event of Default and, with respect to such events for which notice to the Board is required before such events will become Events of Default, such notice has been given, then the Trustee shall promptly, after obtaining actual notice of such Event of Default or event described in clause (b), give notice thereof to each Holder, each Credit Provider, if any, each Liquidity Provider, if any, and such other parties as directed by the Board. Except in the case of a default in payment or purchase on any Bonds, the Trustee may withhold the notice to the Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 9.07. Compensation of Trustee. For acting under the Indenture, the Trustee shall be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with its services under the Indenture, in accordance with a separate fee schedule setting forth such terms and conditions which has been approved by the Board. The Board agrees to pay such amounts to the Trustee. To the extent permitted by law, t he Board agrees to indemnify and hold the Trustee and its officers, agents and directors harmless against any liabilities, costs, claims or expenses not arising from the Trustee’s own negligence or willful misconduct, which the Trustee may incur in the exercise and performance of its rights and obligations hereunder including the enforcement of any remedies and the defense of any suit. The obligations set forth in this Section shall survive the discharge of the Indenture or the resignation or removal of the Trustee.

Section 9.08. Eligibility of Trustee. The Indenture shall always have a Trustee that is a trust company, banking association or a bank having the powers of a trust company and is organized and doing business under the laws of the United States or any state or the District of Columbia, is authorized to conduct trust business under the laws of the State, is subject to supervision or examination by United States, state or District of Columbia authority and has (together with its corporate parent) a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.

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Section 9.09. Replacement of Trustee. The Trustee may resign by notifying the Board in writing prior to the proposed effective date of the resignation. The Holders of not less than 51% in aggregate Principal Amount of the Bonds may remove the Trustee by notifying the removed Trustee and may appoint a successor Trustee with the Board’s consent. The Board may remove the Trustee, by notice in writing delivered to the Trustee at least sixty (60) days prior to the proposed removal date; provided, however, that the Board shall have no right to r emove the Trustee during any time when an Event of Default has occurred and is continuing or when an event has occurred and is continuing or condition exists which with the giving of notice or the passage of time or both would be an Event of Default.

No resignation or removal of the Trustee under this Section shall be effective until a new Trustee has taken office and delivered a written acceptance of its appointment to the retiring Trustee and to the Board. Immediately thereafter, the retiring Truste e shall transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall then (but only then) become effective and the successor Trustee shall have all the rights, powers and duties of the Trustee under the Indenture.

If the Trustee resigns or is removed or for any reason is unable or unwilling to perform its duties under the Indenture, the Board shall promptly appoint a successor Trustee.

If a Trustee is not performing its duties hereunder and a successor Trustee does not take office within 60 days after the retiring Trustee delivers notice of resignation or the Board delivers notice of removal, the retiring Trustee, the Board or the Holders of not less than 51% in aggregate Principal Amount of the Bonds may petition any court of competent jurisdiction for the appointment of a successor Trustee.

Section 9.10. Successor Trustee or Agent by Merger. If the Trustee, any Paying Agent or Registrar consolidates with, merges or converts into, or transfers all or substantially all its assets (or, in the case of a bank or trust company, its corporate trust assets) to, another corporation and meets the qualifications set forth in the Indenture, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, Paying Agent or Registrar.

Section 9.11. Paying Agent. The Board may upon notice to the Trustee at any time or from time to time appoint a Paying Agent or Paying Agents for the Bonds or for any Series of Bonds, and each Paying Agent, if other than the Trustee, shall designate to the Board and the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder or under a Supplemental Indenture by a written instrument of acceptance delivered to the Board and the Trustee under which each such Paying Agent will agree, particularly:
(a) to hold all sums held by it for the payment of the principal of, premium or interest on Bonds in trust for the benefit of the Holders until such sums shall be paid to such Holders or otherwise disposed of as herein provided; (b) to keep such books and records as shall be consistent with prudent industry practice, to make such books and records available for inspection by the Board and the Trustee on each Business Day during reasonable business hours; and

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(c) upon the request of the Trustee, to forthwith deliver to the Trustee all sums so held in trust by such Paying Agent.

Section 9.12. Registrar. The Board shall appoint the Registrar for the Bonds or a Registrar or Registrars for any Series of Bonds and may from time to time remove a Registrar and name a replacement. Each Registrar, if other than the Trustee, shall designate to the Trustee, the Paying Agent, and the Board its principal office and signify its acceptance of the duties imposed upon it hereunder or under a Supplemental Indenture by a written instrument of acceptance delivered to the Board and the Trustee under which such Registrar will agree, particularly, to keep such books and records as shall be consistent with customary industry practice and to make such books and records available for inspection by the Board, the Trustee, and the Paying Agent on each Business Day during reasonable business hours.

Section 9.13. Other Agents. The Board, or the Trustee with the consent of the Board, may from time to time appoint other agents as may be appropriate at the time to perform duties and obligations under this Master Indenture or under a Supplemental Indenture all as provided by Supplemental Indenture or resolution of the Board.

Section 9.14. Several Capacities . Anything in the Indenture to the contrary notwithstanding, with the consent of the Board, the same entity may serve hereunder as the Trustee, Paying Agent, Registrar and any other agent as appointed to perform duties or obligations under this Master Indenture, under a Supplemental Indenture or an escrow agreement, or in any combination of such capacities, to the extent permitted by law. The Paying Agent and the Registrar shall be entitled to the same protections, limitations from liability and indemnities afforded to the Trustee under this Master Indenture.

Section 9.15. Accounting Records and Reports of the Trustee. (a) The Trustee shall at all times keep, or cause to be kept, proper records in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds and all funds and accounts established by it pursuant to the Indenture. Such records shall be available for inspection with reasonable prior notice by the Board on each Business Day during reasonable business hours and by any Holder, or his agent or representative duly authorized in writing, at reasonable hours and under reasonable circumstances.
(b) The Trustee shall provide to the Board each month a report of any Bond proceeds received during that month, if any, and the amounts deposited into each fund and account held by it under the Indenture and the amount disbursed from such funds and accounts, the earnings thereon, the ending balance in each of such funds and accounts and the investments of each such fund and account.
(c) The Trustee shall annually, within a reasonable period after the end of the Fiscal Year, furnish to the Board a statement (which need not be audited) covering receipts, disbursements, allocation and application of Bond proceeds, Net Revenues and any other moneys in any of the funds and accounts established by it pursuant to this Master Indenture or any Supplemental Indenture for the preceding year.

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ARTICLE X

MODIFICATION OF THIS MASTER INDENTURE
Section 10.01. Limitations. This Master Indenture shall not be modified or amended in any respect subsequent to the first delivery of fully executed and authenticated Bonds except as provided in and in accordance with and subject to the provisions of this Article.

Section 10.02. Supplemental Indentures Not Requiring Consent of Holders . The Board may, from time to time and at any time, without the consent of or notice to the Holders, execute and deliver Supplemental Indenture s supplementing and/or amending this Master Indenture or any Supplemental Indenture as follows:
(a) to provide for the issuance of a Series or multiple Series of Bonds under the provisions of Section 2.09 hereof and to set forth the terms of such Bonds and the special provisions which shall apply to such Bonds;
(b) to cure any formal defect, omission, inconsistency or ambiguity in, or answer any questions arising under, this Master Indenture or any Supplemental Indenture, provided such supplement or amendment is not materially adverse to the Holders; (c) to add to the covenants and agreements of the Board in this Master Indenture or any Supplemental Indenture other covenants and agreements, or to surrender any right or power reserved or conferred upon the Board, provided such supplement or amendment shall not adversely affect the interests of the Holders; (d) to confirm, as further assurance, any interest of the Trustee in and to the pledge of Net Revenues or in and to the funds and accounts held by the Trustee or in and to any other moneys, securities or funds of the Board provided pursuant to this Master Indenture or to otherwise add additional security for the Holders; (e) to evidence any change made in the terms of any Series of Bonds if such changes are authorized by a Supplemental Indenture at the time the Series of Bonds is issued and such change is made in accordance with the terms of such Supplemental Indenture;
(f) to comply with the requirements of the Trust Indenture Act of 1939, as amended from time to time;
(g) to modify, alter, amend or supplement this Master Indenture or any Supplemental Indenture in any other respect which is not materially adverse to the Holders; (h) to provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered only as to principal;
(i) to qualify the Bonds or a Series of Bonds for a rating or ratings from a Rating Agency;

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(j) to accommodate the technical, operational and structural features of Bonds which are issued or are proposed to be issued or of a Program which has been authorized or is proposed to be authorized, including, but not limited to, changes needed to accommodate commercial paper, auction rate bonds, variable rate or adjustable rate bonds, discounted or compound interest bonds or other forms of indebtedness which the Board from time to time deems appropriate to incur;
(k) to accommodate the use of a Credit Facility or Liquidity Facility for specific Bonds or a specific Series of Bonds;
(l) to comply with the requirements of the Code as are necessary, in the opinion of Bond Counsel, to prevent the federal income taxation of the interest on the Bonds, including, without limitation, the segregation of Gross Revenues into different funds; and (m) for any other purpose that does not materially and adversely affect the interests of the Holders of the Bonds.

Before the Board shall, pursuant to this Section 10.02, execute any Supplemental Indenture, there shall have been delivered to the Board and Trustee an opinion of Bond Counsel to the effect that such Supplemental Indenture: (y) is authorized or permitted by this Master Indenture and other applicable law, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Board in accordance with its terms and (z) will not cause interest on any of the Bonds that is then excluded from gross income of the recipient thereof for federal income tax purposes to be included in gross income for federal income tax purposes. The opinion of Bond Counsel required pursuant to clause (z) in the preceding sentence shall not be required for a Supplemental Indenture executed and delivered in accordance with Section 10.02(a) hereof.

Section 10.03. Supplemental Indenture Requiring Consent of Bond Holders. (a) Except for any Supplemental Indenture entered into pursuant to Section 10.02 hereof and any Supplemental Indenture entered into pursuant to paragraph (b) below, subject to the terms and provisions contained in this Section and Article XI and not otherwise, the Holders of not less than 51% in aggregate Principal Amount of the Bonds then Outstanding shall have the right from time to time to consent to and approve the execution by the Board of any Supplemental Indenture deemed necessary or desirable by the Board for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in this Master Indenture or in a Supplemental Indenture ; provided, however, that, unless approved in writing by the Holders of all the Bonds then Outstanding or unless such change affects less than all Series of Bonds and paragraph (b) below is applicable, nothing herein contained shall permit, or be construed as permitting, (i) a change in the scheduled times, amounts or currency of payment of the principal of or interest on any Outstanding Bonds or (ii) a reduction in the principal am ount or redemption price of any Outstanding Bonds or the rate of interest thereon; and provided that nothing herein contained, including the provisions of paragraph (b) below, shall, unless approved in writing by the Holders of all the Bonds then Outstanding, permit or be construed as permitting (iii) the creation of a lien (except as

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expressly permitted by this Master Indenture) upon or pledge of the Net Revenues created by this Master Indenture or the other security set forth in the Granting Clause of this Master Indenture, ranking prior to or on a parity with the claim created by this Master Indenture , (iv) except with respect to additional security which may be provided for a particular Series of Bonds, a preference or priority of any Bond or Bonds over any other Bond or Bonds with respect to the security granted therefor under the Granting Clauses hereof, or (v) a reduction in the aggregate Principal Amount of Bonds the consent of the Holders of which is required for any such Supplemental Indenture. Nothing herein contained, however, shall be construed as making necessary the approval by Holders of the execution of any Supplemental Indenture as authorized in Section 10.02 hereof, including the granting, for the benefit of particular Series of Bonds, security in addition to the pledge of the Net Revenues.
(b) The Board may, from time to time and at any time, execute a Supplemental Indenture which amends the provisions of an earlier Supplemental Indenture under which a Series or multiple Series of Bonds were issued. If such Supplemental Indenture is executed for one of the purposes set forth in Section 10.02 hereof, no notice to or consent of the Holders shall be required. If such Supplemental Indenture contains provisions which affect the rights and interests of less than all Series of Bonds Outstanding and Section 10.02 hereof is not applicable, then this paragraph (b) rather than paragraph (a) above shall control and, subject to the terms and provisions contained in this paragraph (b) and not otherwise, the Holders of not less than 51% in aggregate Principal Amount of the Bonds of all Series which are affected by such changes shall have the right from time to time to consent to any Supplemental Indenture deemed necessary or desirable by the Board for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in such Supplemental Indenture and affecting only the Bonds of such Series; provided, however, that, unless approved in writing by the Holders of all the Bonds of all the affected Series then Outstanding, nothing herein contained shall permit, or be construed as permitting, (i) a change in the scheduled times, amounts or currency of payment of the principal of or interest on any Outstanding Bonds of such Series or (ii) a reduction in the principal amount or redemption price of any Outstanding Bonds of such Series or the rate of interest thereon. (c) If at any time the Board shall desire to enter into any Supplemental Indenture for any of the purposes of this Section, the Board shall cause notice of the proposed execution of the Supplemental Indenture to be given by Mail to all Holders or, under paragraph (b) of this Section, all Holders of the affected Series. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Board for inspection by all Holders and it shall not be required that the Holders approve the final form of such Supplemental Indenture but it shall be sufficient if such Holders approve the substance thereof. (d) The Board may execute and deliver such Supplemental Indenture in substantially the form described in such notice, but only if there shall have first been delivered to the Board (i) the required consents, in writing, of the Holders, and (ii) the opinion of Bond Counsel required by the last paragraph of Section 10.02 hereof.

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(e) If Holders of not less than the percentage of Bonds required by this Section shall have consented to and approved the execution and delivery thereof as herein provided, no Holders shall have any right to object to the execution and delivery of such Supplemental Indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution and delivery thereof, or to enjoin or restrain the Board from executing the same or from taking any action pursuant to the provisions thereof.
(f) Notwithstanding paragraphs (c) through (e) above, the Board may, at its discretion, execute and deliver such Supplemental Indenture which contains such modifications, alterations, amendments or supplements prior to receipt of the required consents in writing, of the Holders; provided, that such Supplemental Indenture or the provisions of such Supplemental Indenture subject to the consents of the Holders shall not become effective until such time as there has been delivered to the Board (i) the required consents, in writing, of Holders and (ii) the opinion of Bond Counsel required by the last paragraph of Section 10.02 hereof. In the event the Board decides to execute and deliver a Supplemental Indenture in accordance with this paragraph (f), the notice required in paragraph (c) shall make reference to a final and executed Supplemental Indenture as opposed to a proposed Supplemental Indenture.
(g) For the purposes of this Section 10.03 the purchasers of the Bonds of a Series, whether purchasing as underwriters, for resale or otherwise, upon such purchase from the Board , may consent to a modification or amendment permitted by this Section 10.03 in the manner provided herein and with the same effect as a consent given by the Holder of such Bonds, except that no proof of ownership shall be required; provided, that this provision of Section 10.03 shall be disclosed prominently in the offering document, if any, for each Series of Bonds issued pursuant to this Master Indenture , provided that, if such consent is given by a purchaser who is purchasing as an underwriter or for resale, the nature of the modification or amendment and the provisions for the purchaser consenting thereto shall be described in the offering document prepared in connection with the primary offering of the Bonds of such Series by the City.

Section 10.04. Effect of Supplemental Indenture. Upon execution and delivery of any Supplemental Indenture pursuant to the provisions of this Article, this Master Indenture or a Supplemental Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Master Indenture and a Supplemental Indenture of the Board, the Trustee, the Paying Agent, the Registrar and all Holders shall thereafter be determined, exercised and enforced under this Master Indenture and a Supplemental Indenture , if applicable, subject in all respects to such modifications and amendments.

No Supplemental Indenture shall modify the duties, rights or obligations of the Trustee, Paying Agent or Registrar without the consent of such party thereto.

Section 10.05. Supplemental Indentures to be Part of t his Master Indenture. Any Supplemental Indenture adopted in accordance with the provisions of this Article shall thereafter form a part of this Master Indenture or the Supplemental Indenture which they supplement or

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amend, and all of the terms and conditions contained in any such Supplemental Indenture as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Master Indenture or the Supplemental Indenture which they supplement or amend for any and all purposes.

ARTICLE XI

CREDIT PROVIDERS
If a Credit Facility is provided for a Series of Bonds or for specific Bonds, the Board may in the Supplemental Indenture under which such Bonds are issued, provide any or all of the following rights to the Credit Provider as the Board shall deem to be appropriate:
(a) the right to make requests of, direct or consent to the actions of the Trustee or to otherwise direct proceedings all as provided in Article VIII hereof to the same extent and in place of the Owners of the Bonds which are secured by the Credit Facility and for such purposes the Credit Provider shall be deemed to be the Holder of such Bonds; (b) the right to act in place of the Owners of the Bonds which are secured by the Credit Facility for purposes of removing a Trustee or appointing a Trustee under Article IX hereof; and
(c) the right to consent to Supplemental Indenture s to the same extent and in place of the Holders of the Bonds, which require the consent of the Holders of not less than 51% of the aggregate Principal Amount of the Bonds, entered into pursuant to Section

10.03 hereof, except with respect to any amendments described in Section 10.03(a)(i) through (v) hereof and Section 10.03(b)(i) or (ii) hereof which consent of the actual Holders shall still be required, of this Master Indenture to the same extent and in place of the Holders of the Bonds which are secured by the Credit Facility and for such purposes the Credit Provider shall be deemed to be the Holder of such Bonds.

The rights granted to any such Credit Provider, with respect to the provisions of Articles VIII and IX hereof shall be disregarded and be of no effect if the Credit Provider is in default of its payment obligations under its Credit Facility.

ARTICLE XII

MISCELLANEOUS PROVISIONS
Section 12.01. Parties in Interest . Except as herein otherwise specifically provided, nothing in this Master Indenture expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the Board, the City, the Trustee, the Paying Agent, other agents from time to time hereunder, or the Holders any right, remedy or claim under or by reason of this Master Indenture , this Master Indenture being intended to be for the sole and exclusive benefit of the Board, the City, the Trustee, the Paying Agent, such other agents and the Holders.

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Section 12.02. Severability. In case any one or more of the provisions of this Master Indenture, or of any Bonds issued hereunder shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Master Indenture or of Bonds, and this Master Indenture and any Bonds issued hereunder shall be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein.

Section 12.03. No Personal Liability of Board Members and Officials; Limited Liability of Board to Holders. No covenant or agreement contained in the Bonds or in this Master Indenture shall be deemed to be the covenant or agreement of any present or future Board member, official, officer, agent or employee of the Board, the Public Utilities Department or the City , in their individual capacity, and neither the members of the Board, the officers and employees of the Board, the Public Utilities Department or the City, nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.

Section 12.04. Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Master Indenture to be signed or executed by Holders or on their behalf by an attorney- in-fact may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Holders in person or by an agent or attorney- in-fact appointed by an instrument in writing or as provided in the Bonds. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Master Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner:
(a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution.
(b) The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 2.04 hereof.

Nothing contained in this Section shall be construed as limiting the Trustee to such proof.

The Trustee may accept any other evidence of matters herein stated which it may deem sufficient.

Any request, consent of, or assignment by any Holder shall bind every future Holder of the same Bonds or any Bonds issued in lieu thereof in respect of anything done by the Trustee or the Board in pursuance of such request or consent.

Section 12.05. Governing Law. The laws of the State shall govern the construction and enforcement of this Master Indenture and of all Bonds issued hereunder; provided, however, that the administration of the trusts imposed upon the Trustee by this Master Indenture and the rights and duties of the Trustee hereunder shall be governed by, and construed in accordance with, the laws of the jurisdiction in which the Trustee has its designated corporate trust office.

Section 12.06. Notices. Any notice, request, demand communication or other paper shall be sufficiently given and shall be deemed given when delivered or, if to Bondholders, mailed by

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first-class mail, and otherwise on the third (3 rd) Business Day after sent by certified mail, return receipt requested, postage prepaid or by trackable overnight delivery (or, if earlier, when received or refused), or by Electronic Means with confirmed receipt, addressed as follows: if to the City or the Board, to the Public Utilities Department of the City of Long Beach, 1800 East Wardlow Road, Long Beach, California 90807, Attention: General Manager , by delivery or by mail; if to the Trustee, to U.S. Bank Trust Company, National Association, 633 W. Fifth Street, 24 th Floor, Los
Angeles, California 90071, Attention: Corporate Trust Department ; if to a Paying Agent, or another agent, to such address as is designated in writing by it to the Trustee and the Board. Any of the foregoing may, by notice given hereunder to each of the others, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent hereunder.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Master Indenture or a Supplemental Indenture and delivered using Electronic Means; provided, however, that the Board shall provide to the Trustee an incumbency certificate listing their respective officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Board whenever a person is to be added or deleted from the respective listing. If the Board elect(s) to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Board understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Board shall be responsible for ensuring that only their respective Authorized Officers transmit such Instructions to the Trustee and that the Board and their respective Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Board. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee ’s reliance upon and compliance with such Instructions notwithstanding such directions that are conflicting with or inconsistent with a subsequent written Instruction. The Board agrees (a) to assume all risk arising out of its use of Electronic Means to submit Instructions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Board; (c) that the security procedures, if any, to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 12.07. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Master Indenture, shall not be a Business Day, such payment may, unless otherwise provided in this Master Indenture or, with respect to any Series of Bonds or portion of Series of Bonds, provided in a Supplemental Indenture under which such Bonds are issued, be made or act performed or right exercised on the

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next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Master Indenture, except as otherwise provided in a Credit Facility.

Section 12.08. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.09. Counterparts. This Master Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Each party agrees that this Master Indenture may be electronically signed (including by signature transmitted by .pdf), and that any electronic signatures appearing on this Master Indenture are the same as handwritten signatures for purposes of validity, enforceability, and admissibility.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Master Senior Trust Indenture to be duly executed, all as of the date first above written.

BOARD OF PUBLIC UTILITIES

COMMISSIONERS OF THE CITY OF LONG
BEACH, acting on its own behalf and on behalf
of the City of Long Beach
By
B. Anatole Falagán,
General Manager, Public Utilities
Department of the City of Long Beach

APPROVED AS TO FORM

DAWN MCINTOSH, CITY ATTORNEY

By
Principal Deputy City Attorney

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Officer

[Signature page to Master Senior Trust Indenture]

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